Agent-in-Training
by mikkiemakkie
Summary: Matilda Grace is finally attending S.H.I.E.L.D's physical Academy. Will she remain under the radar, or will her biggest secret be revealed? Written with neeeeealll. Third in the series (I did tell you all it was going to be different!)
1. Chapter 1

Tilly walked through the glass doors and into the large Atrium, carrying her duffel bag containing the few possessions that her brother had advised her to take, including some things she simply couldn't live without. She looked around the room to find out what she was supposed to do when she spotted the registration desk.

Ducking footballs and a hula hoop and dodging a couple of hundred people she made her way over to it. There were three people in front of her, so she listened to some of the conversations that were going on around her.

"He said he'd meet me at the Spanish room at three." One girl was saying to another as they walked past.

"Are you applying for the internship this year? I heard there were two last year got paired with Agent Ward. They said it was insane on an awesome level." A guy asked his friend as he pushed some first years out of the way to return to their rooms.

"They said that team was completely nuts." His friend responded.

"From what I heard they are still with the team. They can't have been that nuts!"

Tilly smiled to herself. She knew firsthand what Coulson's interns had been through. Hell, some of it she had inflicted herself.

"I was the Ohio state kickboxing champion." A male voice announced behind her.

"Cool. I was tri-state champion." Another male voice said.

"Hey. You. What's your name?" the second guy asked, pushing Tilly on the shoulder. She already didn't like these guys.

"Deloris." Tilly answered spinning round.

"What have you won?"

"What do you mean what have I won?" Tilly scoffed.

"Martial Arts? What have you won?"

"Mainly a bruised ass."

"So how the hell did you get in here?" The first guy asked her.

"I speak five languages fluently and can keep myself out of trouble using four more. They are hoping that I will have mastered all of them by the end of the year." Tilly replied without batting an eyelid. She could tell that they were seizing her up as the competition.

"Next!" The woman behind the desk shouted. Tilly, realising it was her turn stepped forward.

"Matilda Grace, first year." She said to the woman.

"Grace, Grace. Oh I've got you. Here is your landyard and a map. Leave your luggage over there with tags on it and then head over to the arena. That's this bit here. You will get further instructions there." The woman said, circling the arena on the map.

Tilly did as she was told and placed her duffel bag onto the rapidly expanding pile of luggage. She had already had to tag it with her name to get onto the flight from England so she didn't have to worry about that.

"So Derloris, you're English." The second guy asked her.

"You're American, so what?"

"I get the feeling you don't like me." The guy asked.

"Whatever gave you that idea?" Tilly responded, before turning on her heels and stalking off to the arena.

As she had been here before she knew the way so the map ended up getting screwed up and put into her pocket. She heard footsteps behind her and resisted the impulse to throw her arm out and smack him in the throat.

"My name is Carl. I suspect we may have got off on the wrong foot."

"Is there a right one?"

"What is your problem?"

"I don't like bigheads who boast about their achievements." Tilly snapped and got in the line outside the Arena.

"Wait, what?" Carl asked, getting into line right after her.

"I heard you boasting about being Tri-State Champion in something or other, like it's a big deal."

"That guy was a dick."

"And you were measuring yours up against his?"


	2. Chapter 2

Tilly found the seat with the package that had her name on it. She picked it up, sat down and slit it open. Inside she found her room number and her new address for mail delivery. She also found her class timetable. She smiled when she saw her 'additional' classes that no one else would be taking.

Then Carl sat beside her. Apparently his surname was the one after hers. Tilly groaned. This meant his company would more than likely be forced upon her during her classes. She could only hope that he wasn't her assigned sparring partner.

The room around her began to fill up and suddenly there was a banging coming from the podium. The room became silent and all heads turned towards the voice that was now speaking.

"Welcome first years. I am Principle Dockerty. I want to just go through some of the campus rules with you and what is going to happen for the rest of the day."

A whisper started amongst some of the students and spread, which made it sound like a tree in the breeze.

"The first thing to know is when I am talking, you are NOT." The principal continued.

When the whispering didn't die down he got an air horn off the shelf on the podium and pressed the button. The sound the air horn made was magnified by 100 and everyone in the room jumped everyone except Tilly and Carl. Tilly had seen the Principal pick the air horn up and move it to the microphone so she shoved her fingers in her ears. Carl saw this odd behaviour and decided to copy it.

"That's better. So, the rules. What I am about to tell you is a generalisation, the entire list can be located in the Atrium. The most important things to remember: No fighting outside the classroom. This is an offence that has seen a number of students expelled. No outside food permitted, the cooks don't like it."

The was a groan that started spreading through the room, but was quickly stifled when the Principle glared at them.

"Weapons are not to leave the training room. This is also an automatic expulsion. If you are caught hacking S.H.I.E.L.D you will be severely punished. Likewise, you are not to leave base without written consent from a member of the faculty."

Again a murmur started but was quickly suffocated as the Principal finished.

"We ask you to declare any and all tattoos and piercings so that if something goes wrong we can identify you, we are not responsible for personal items and therefore if you have brought any these should not leave your rooms, a list of contraband items are also in your packs. We also ask that your S.H.I.E.L.D uniforms and equipment are clean, pressed and fully maintained at all times. And finally, all first year students must be in their rooms by ten o'clock sharp. Any students caught out of bed after hours will shot on sight and placed on house arrest. A definition of this can be found in your packs. The only exception to this is if you are on night drills."

"A curfew?" Tilly heard Carl whisper in disbelief beside her.

"The next few hours are going to be spent assessing your capabilities and choosing your partner. This will be the person you will spend most of the next three years with. If you don't like them then tough! If you are not being assessed you will fill in any required documentation."

"I hate paperwork" Tilly thought to herself.

"If you follow these rules and regulations you will find your time here very comfortable here. If you do not, then you will struggle. Dismissed."

As a group the first year students stood and exited the Arena, lining up at tables to collect their various pieces of kit, disclose tattoos and piercings or be assessed in their practical ability.

Tilly chose to disclose her piercings and tattoos first. Seen as though Fury had told her the only thing she should disclose are her ears being pierced, as long as she kept her tattoo covered at Phys Acc they didn't need to know about it. She saw a number of students in front of her disclosing various tattoos and piercings while lecturers took photographs of them to add to their file.

Once Tilly had disclosed her piercings she lined up for the physical assessment. Her brother had warned her to only do what was necessary and not to show off or she may find herself a target amongst the other students. He had told her that they would test her shooting accuracy, her martial arts and one weapon of her choice. This would be done in the Arena, once it had been cleared of chairs.

Soon Tilly was being ushered onto the indoor range. She was given a gun and told to shoot the target, one bullet at a time. They would then move the target back and she would continue to shoot until she missed. Tilly took the gun, took her aim and pulled the trigger. She hit the target square in the chest. They moved the target back to the next space. Yet again, Tilly took her stance, her aim and pulled the trigger.

The cycle was repeated six more times when Tilly remembered a conversation she had with her brother.

"On the shooting test, do not hit the target more than eight times." He told her.

"Why?"

"If you hit eight times the instructors will remember you, any more and you will get the attention of the other students which will not be good for you."

Tilly was on her ninth shot. It was still perfectly within her range, but, following her instructions she aimed at the target to the top left of the ear, missing the diagram of a man completely.

She moved onto the martial arts. Waiting her turn in the square she watched everyone else. There were ten people in front of her. The aim of this was to last as long as possible against the instructor. The first person was hopeless and was pinned within seconds of entering the square. The second person was the boy Carl had been talking to and claimed to be a state champion in kickboxing, he also didn't last very long and left the arena almost in tears and blushing, the next person fainted in the square, the rest followed in the same manner as the first, although they lasted longer, but not nearly as long as the kickboxer.


	3. Chapter 3

Tilly began to feel nervous. She had never been assessed on her martial art skills before. She knew she was good, but having seen this agent/trainer decimate everyone so far it made her feel uneasy.

"Matilda Grace" the instructor called.

Tilly entered the square mat area hunched over and trying to make herself as small as possible. She felt petrified and out of her depth.

"You're the one?" The instructor asked dubiously. He had been warned that there was a highly skilled martial artist in the first year ranks and was surprised when he was given her name.

"I'm the one what?" Tilly asked feeling stupid.

"The kick ass." The instructor snickered.

This riled Tilly. Another instructor could see Tilly's mood and stance change and stepped in.

"Miss, if you would like to come with me, we will test you privately."

Tilly could hear the snickers and laughter behind her. Clearly they thought she was being given a private test because they didn't want anyone to see her get snapped in half.

Tilly followed the instructor into a room that was off the Arena. Another instructor followed them into the room and closed the door.

"I do apologise about Dan. He seems to think women are weak. But there again, he's never sparred with Romanov. I am Toby the senior practical instructor at Phys Acc. I was warned you were coming, although I did not realise you would be so small."

"Just because I am, for the record, averaged height and relatively skinny doesn't mean I can't pack a punch." Tilly replied with a gleam in her eye.

"I still need to test your ability so you and I are going to spar in this room away from prying eyes."

"Why? Are you scared I'm going to break your staff?" Tilly asked with a smile.

"I'm concerned the other students may become scared of being your partner."

Tilly could sense the second agent creeping into her blind spot. He reached out to grab her shoulder but Tilly was smarter and quicker than he was. She grabbed his hand and twisted it out to the side, which brought the agent to his knees. Tilly then registered Toby coming for her and without blinking an eye she threw the first agent into him and they both hit the door with a large bang.

"Nice move. Where did you learn that?" Toby asked her, getting to his feet.

"If you've read my file you'll know that's classified." Tilly replied.

Even the instructors weren't to know who she really was, as this could cause bias and abuse towards her.

The agent charged her again. Yet again Tilly was quicker and soon had him pinned to the ground while fending off blows from Toby.

"I've seen enough. I would say move onto weapons but you seem to be deadly enough without them so I think, for my instructor's sake, that I will just tick you off." Toby said to her as she performed a move that would have dislocated her opponents shoulder.

Tilly left the room followed by Toby and the agent Tilly had been using as her punching bag. Carl noticed she wasn't sweating, but one of the agents was clutching his shoulder.

Tilly kept her head down as she made her way out of the arena to join the queue for kit.

First she would pick up her navy blue Phys Acc S.H.I.E.L.D suit and the boots she would be expected to wear. Then she moved onto her weapons belt, and her textbooks. She was glad she chose to do this last, as she could now go and find her room to dump it all in.

Tilly got to the stairs and set all of her equipment down so she could fish her room number out of her welcome pack.

204

"No way. You're in 204. I'm in 203." Carl said behind her.

Tilly ignored him, picked her stuff back up off the floor and started climbing the stairs.

"You do know that 204 is a special room number and hasn't been used in 20 years don't you?" Carl told her, falling into step beside her.

"No. I didn't." Tilly replied. If this were true, why was she put in there?

"Yeah. It was Agent Ward's old room. And seen as though he is like a legend around here it's some sort of shrine or point of pride or something to keep it empty."

If that were all true then Tilly just got her answer.

"So why didn't you spar?" He asked.

"They were scared they would break me in half." Tilly lied.

"Really?"

"Yeah. I mean. Have you seen the size of me?" Tilly was playing on what Toby said to her. She wasn't small, but compared to some of the people here she was tiny.

Carl continued to talk to Tilly as she climbed the stairs to find her room. She continued to feed him lies.

Tilly reached her room and found her duffel bag had been brought up. She had a couple of hours before she was due downstairs for dinner so she decided to unpack. She hadn't brought a lot with her due to airline restrictions but what she did bring were civilian clothes for evenings and weekends as well as a couple of framed photographs from home. One of which was of her brother and his wife on their wedding day. She chose to put this in her drawer as no one was allowed to know about him.

Tilly changed into her new uniform and boots and laid down on the bed to see how hard it was.

"Deloris! It's time to go for dinner!" She heard a male voice shout accompanying a loud knock on the door. Tilly sat bolt upright and gathered her bearings. She had nodded off.

She quickly checked herself in the mirror and headed out of her door. Carl was waiting for her.

* * *

**A/N: To guest... yes Skye and Ward and the gang (and the triplets eventually) will appear in this as frequently as I can make them, but seen as though Skye would be grounded for most of the pregnancy which could get kind of boring I decided to write it through Tilly's standpoint... We will return to the bus after the triplets are born and are allowed onto the bus... **


	4. Chapter 4

Tilly and Carl found a spare seat amongst the first years. There were about a hundred of them in total, which in a confined space like the dining hall seemed like more.

Tilly looked at her meal. There was a limited choice at the food counter and all of it looked like it had been there a week. She eventually decided to go for bangers and mash with gravy. Even then, as she was looking at it she wished she had thought to bring some crackers.

Tilly placed the first forkful into her mouth. It tasted as bad as it looked. Grudgingly she finished her meal and pushed plate away from her before turning and listening to the conversation Carl was having with a guy on his left.

Before long the principal stood up and reminded the rest of the students of the rules and regulations and what would happen to them if they broke them.

He dismissed the second and third years and asked the first years to remain in their seats.

"I just want to inform you that your partners have now been assigned and can be located on the screen in the Atrium. As of next week your class rank will be displayed on the same screen." The principle announced before dismissing them.

As a group they swarmed to the Atrium to find out who their partners would be for the next three years. Tilly hung around at the back of the group, her size making it difficult to get to the front without using violence. Carl was stood next to her. She really didn't understand why he was clinging to her and she didn't like it.

She heard cheers and groans as people discovered who they were paired with until the crowd had thinned enough for Tilly to get to the front. She scanned the board for her name and before she found it she felt a nudge on her shoulder.

"Looks like you and me are going to be spending a lot of time together" Carl told her, pointing at their names next to each other.

Tilly groaned and headed for the stairs. It had been a long day and all she wanted to do was go to bed.

"So why do you think they've done that. They never have mixed gender pairs. Not since Ward and Romanov, and they were only paired together because their skillsets matched." Carl started rambling.

"I swear to god if you don't shut up I will punch you." Tilly muttered under her breath.

Fortunately they reached her room, so she let herself in and went to bed.

* * *

The following morning Tilly woke up at the usual time of 5.30 am. She wasn't required for breakfast until 7 so she went out for a run.

"You're cutting it fine aren't you?" Carl asked as she joined him at their table with a plate full of food.

"No. Cutting it fine would be turning up ten minutes before classes start."

"What lesson's first?" he asked her.

"It's Wednesday so Russian, room L22"

"What did you do? Spend all night memorising your timetable?"

"Not quite." Tilly replied, putting a forkful of beans into her mouth.

"I have the funniest feeling me and this food isn't going to get along" she continued, picking a sausage off her plate with her fork and knocking it onto the table. It was that over cooked and solid that it actually left an indent.

"Tell me about it. Word of advice. Avoid the eggs." Carl agreed, spitting a mouthful of eggs into a napkin.

"Thanks for the warning. I think I'm gonna eat out tonight." Tilly said, pushing her plate away from her and taking a couple of slices of toast off the rack in the middle of the table.

"Hey. I've got to go and make a quick phone call. I'll meet you in Russian 101." She told Carl, before getting up and heading towards the classroom she was due to be in.

She pulled her phone out of her pocket and dialled.

"Hey Trouble. How's Phys Acc?" her brother asked.

"You could have warned me about the food. It tastes like cardboard."

"Got your partner yet?"

"Yeah. He's a former tri state champion in some martial art or other. I really wasn't paying that much attention."

"Bet that's raised a few eyebrows!"

"Everyone keeps nagging me and asking my why."

"Jesus Tilly. What did you do?"

"I didn't do anything, well not in front of the other students anyway."

"They gave you private assessment?" another male voice asked her.

"That you Coulson?"

"Sure is!"

"Awesome!"

"Which room you in?" her brother asked.

"They put me in your old one."

"Smuggled any contraband in yet?"

"No!"

"Third floorboard from the left. Its loose so you can pull it up and hide stuff you don't want found in there."

"Thanks for the tip!" Tilly noticed Carl and the rest of her class approaching the room. She changed her voice to a whisper and continued "gotta go. Call you soon. Bye!" and she hung up.

"Who was that?" Carl asked.

"Santa. I forgot to change my address with him for Christmas."

"You're going to get into trouble if you keep making phone calls like that." He warned her.

"You aren't worried about me getting into trouble; you're worried about whether any punishment inflicted on me will also be inflicted on you."

"Well seen as though we are partners, I kinda am."

"There's no need to be worried." Tilly told him, smacking both of his cheeks with her hands and leading him through the now open door to the classroom.


	5. Chapter 5

"Welcome to Russian. I am your teacher, Oleg Vangersoff." A tall man wearing the smallest pair of glasses imaginable told them after they had taken their assigned seats.

Tilly chanced a look around the class. It appeared she was the only one to have understood him as he had spoken in Russian.

"Great. Another year of dunces." He added when no one said hello back. He switched to using a clipped version of English.

"I am here to try and force some Russian into those heads of yours."

"Why do we have to learn Russian?" one of Tilly's classmates asked him.

"It's a handy language skill to have." Oleg replied before continuing: "I am going to start by teaching you about male and female genders. Do any of you know anything about this?"

"I thought this was Russian, not sex ed." Carl whispered to Tilly earning a rare smile.

"None of you know the first thing about this?" Oleg asked again.

Tilly put her hand in the air.

"Yes, Miss... Grace." Oleg said to her, scanning his seating plan for her name.

"Words that are female end differently to words that are male."

"Correct. Do you know what these endings are?"

"Female words end in ov, male words end in off."

"Wrong. It's actually the other way around." He said smirking at Tilly. If there was one thing she hated-it was people smirking at her.

Carl looked at Tilly to see how she handled being wrong and saw the smile playing at her face.

"Before you call us all dunces again in Russian thinking that none of us would understand I suggest you check your records for flawless and fluent Russian speakers."

Oleg turned red in the face. He had never in his life been shown up by a student before.

"If you speak fluent Russian why are you in my class?"

"Clearly the principle thought I'd learn something, but it's clear to me that it's going to be the other way around." Tilly said to him not missing a beat.

"Go wait out in the hall." Oleg demanded.

Tilly slammed her textbook shut and walked out of the stunned class. Carl was starting to realise that there was more to Tilly than meets the eye.

"I want you all to read through page 19. Then I want you to complete the activity on page 20." Oleg told the rest of the class before heading out of the door to discipline Tilly.

"I don't want to hear why you were insolent to a member of staff. I am taking you to the principal and having you removed from my class immediately." He told her in a threatening voice.

"I don't want to know why you are trying to threaten me, but I will tell you this. I will be in your class for the rest of the year." Tilly replied. She knew she was about to find out where the line was.

She followed Oleg to the principal's office and waited outside while he told him what happened. When Tilly was called into the room she stood in front of the principal to attention.

"Tilly. Why are you being hauled into my office on the first day?"

"Because Oleg here tried to embarrass me so I told the class he called us all dunces in Russian and he didn't like it."

"Give me one reason I shouldn't remove you from the class?"

"Because my partner doesn't speak Russian. If you remove me you will have to remove him too and Russian is more beneficial than Bavarian."

"Please give us a minute Oleg."

Oleg looked at the principal like his Christmases had come at once as he left the room to return to his class.

"Tilly. You can't go around calling your teachers idiots."

"I didn't call him an idiot. We walked into the class, he said hello in Russian and when no one answered he called us all dunces!" Tilly told him, raising her voice in exasperation.

"I don't want to know. What I want to know is that you are going to go back to his class and not cause trouble."

"I won't if he doesn't treat me like an idiot." Tilly promised.

"There will be no punishment this time, but I will start handing them out if you force my hand. Do you understand?"

"Yes, Sir."

"Are there any more rules you plan to break today?"

"I'm ordering in my dinner."

"Why?" out of all the rules he was expecting Tilly to break, the one regarding food was low on his list.

"I broke a table with a sausage at breakfast."

"Alright. You and your partner may order in. Do not gloat or tell anyone about it. I will have words with the kitchen."

"Thankyou."

"I do not want to see you back in my office. Are we clear?"

"Yes, Sir."

"Please go back to your class."

Keeping her head down Tilly scuttled back to her class. She opened the door, sneaked in and slid back into her seat.

"What the hell happened?" Carl whispered, noticing the look of loathing Oleg was giving Tilly.

"I'll tell you later." Tilly replied opening her textbook and silently working through the tasks they had been given.

When the bell rang to signify the end of the class, not only had Tilly caught up to everyone, she had overtaken them.

"I want this exercise completed by tomorrow." Oleg announced before he stormed from the room.

* * *

After lunch Tilly took the long way round to get to the arena for her first physical class. She looked around to make sure she was alone before pulling her phone out of her pocket and dialling a number.

A woman answered on the third ring.

"Hey gorgeous. What's up?"

"My Russian teacher hates me."

"Who do you have?"

"Oleg."

"He's a tool. Just keep your head down and don't open your mouth and you'll be fine."

"Too late. He sent me to the principal."

"Wow girl. It took us a whole week for that!"

Tilly laughed.

"What if he marks my work down because I was stupid?"

"Don't worry. Alex oversees all scores. His Russian is better than Oleg's. You'll be fine."

"You sure?"

"I taught you well. Now get your ass to class!"

"Yes Ma'am!" Tilly said and even though the woman on the other end couldn't see Tilly stood to attention and marched towards the arena, snapping her phone shut in the process.


	6. Chapter 6

"You're late." Toby said to her as she joined the class.

"Sorry, I got lost." Tilly told him.

Toby could tell she was lying to him and decided to keep an eye on her.

"So today we are going to check we have made the right decision on your partners. Please move and stand next to your partner."

Tilly was already stood next to Carl so she didn't have to move very far.

"As you may have noticed, with the obvious exception, you are paired with someone of a similar height, build and skill level" Toby went on to explain, looking at Tilly and Carl as he did.

His comment about them being the obvious exception caused a twitter of laughter to travel around the room. They certainly were the odd pair.

"This is what I want you to do. I want you to stand in a line and I want one of you to stand behind the other. I am going to teach you how to throw someone. You, Matthews isn't it? Come here." Toby ordered.

"Why don't you stand in front? You might be able to see better." Carl said to Tilly.

Toby demonstrated how to throw someone effectively and then threw Matthews over his shoulder onto the mat. He could see Tilly's eyes wandering and knew she wasn't paying attention.

"I want you to practice this move. I want you to follow and practice each step before moving onto the next and putting it all together. If you are in front, you will start."

Noone moved.

"NOW!" Toby shouted which immediately caused movement.

Tilly watched as her classmates practiced each of the movements required to throw their partner. She watched as some of them felt confident to start putting it together and she watched as Toby walked down the line correcting people.

"He's coming. You better look like you're trying to throw me." Carl said from behind her.

"It's fine. I think I can throw you." Tilly told him.

"Really? You told me you have no martial arts experience."

"No. I told you I had won nothing. I never said I don't have experience." Tilly told him as Toby got to them in the line.

"I know you weren't listening Matilda and I could see you sure as hell weren't practising. Show me what you've got."

Carl grabbed her tightly around the shoulders and instead of letting her pull him forwards he pulled her backwards.

He was powerless to stop what happened next.

Tilly, feeling Carl take the power from her, curled her abs and thrust her legs out and back towards the ground and using the momentum she slammed Carl into the floor.

There was a stunned silence.

"Well?" She asked Toby.

"I want you to stay behind during the break." Toby told her, earning a chorus of 'ooooo' from the class. This was only their second lesson and Tilly was in trouble for the second time.

They spent the best part of an hour and a half learning to throw each other. Carl picked it up quickly and was throwing Tilly onto the mat where she rolled as she landed as her brother had taught her.

She was still to break a sweat.

"Alright guys. Take 15 minutes." Toby announced.

The class fled to the door. None of them had thought to bring water bottles with them so they dashed back to their rooms to get them. Carl stayed behind. He realised the tone Toby had used wasn't one of discipline and was curious.

"What's wrong?" Tilly asked.

"I didn't see it yesterday, but you have a very similar technique to an Agent I know. Do you who?"

"No. Who?" Tilly asked him.

"There is a target behind you." Toby told her, he could see she was trained well, but the faintest hint of blush in the top of her ears gave her away.

"And?"

Toby produced a knife and held it out to her.

"Throw it." He ordered.

Tilly took the knife, spun and threw it. It flew blade over hilt until it hit the target. Tilly swallowed hard when she realised she'd hit the bullseye.

"If your surname isn't Ward, I'm a donkey's ass." Toby said to her in a low voice.

Carl saw Tilly spin back round to face Toby. He didn't know what Toby said to her but Carl could see that she was freaked out.

"How did you know?"

"I was in a class with both him and Romanov. There is a little of both of them in your style."

"All I did was throw someone over my shoulder and a launch a knife at a target."

"It was the way you kicked out with your legs That was Romanov all the way. When you let go of Carl, that was all Ward. Don't worry. I won't tell." Toby promised her.

"What do I do? I could really hurt Carl."

"How many languages do you speak?"

"Five fluently, four more well enough to keep me out of trouble."

"Why didn't Fury recruit you straight off?"

"I shot Maria Hill."

"You did what?" Toby asked her with a laugh

"I didn't mean to. The gun just went off in my hands!"

"Of course it did." Toby laughed.

"So what do I do?" Tilly asked again as the class filed back into the arena.

"You do everything as though you competent so Carl can learn and let out all of your frustrations in your special classes." Toby told her in a low voice.

Tilly nodded and let his words process.

"Alright everyone. Back in your pairs. I'm going to teach you how to take a gun off an armed subject." The next hour and a half was spent working on this. Tilly, taking Toby's words on let Carl practise more than her. All she had to do was show Toby she could do it at speed and he was happy.

The bell went to indicate the end of the day. The first years headed out of the Atrium some were discussing what they had learned and wondering what treat was in store for dinner, while others were making plans for their evening off.


	7. Chapter 7

Tilly was looking forward to a shower and dropping into bed. She had just had her first science class. She had found it boring and it transpired that she knew more than her teacher. She had decided that to curb her science craving it would probably be better to spend the time developing items like her brother's communication bracelet.

Stopping outside her door to find her key she heard scuffling inside. She opened the door to find Carl rifling through her things.

"What the hell do you think you're doing?" Tilly demanded.

She saw that he was about to open her drawer where she kept her pictures and slammed it shut, trapping his finger in the process.

"Tilly. You won't let me know anything about you. There is more to you than meets the eye and we are partners, but you won't let me in. I was just trying to find out a little about you." Carl told her. He held his fingers to his chest and cradled them.

"Get out." Tilly told him, her voice low and dangerous.

"Tilly."

"Get out or I will throw you out." Tilly said to him in a threatening voice.

Carl knew Tilly would and more importantly could throw him out of her room. He left for his own room and Tilly slammed the door into its frame. She opened her drawer and picked out her photos. Looking around her room for a hiding place her eyes lingered on the wooden floor. She counted for the correct board and, just as Ward had told her, it came away easily. She stuffed her photos in the gap and replaced the floorboard over the top before pulling her knees up to her chest and sobbing.

She looked at the clock, it read 21.25. She had 35 minutes. Grabbing her keys from her bed where she dropped them Tilly walked out of her room and headed towards the staff quarters. Checking her watch as she approached she realised she was out after curfew. Needing someone to talk to she knocked on Toby's door.

Tilly bounced on the balls of her feet waiting for Toby to open his door. Just as Tilly was thinking that he wasn't in he answered it.

"Tilly. It's after curfew." He told her.

"I know I just." Tilly started before smothering a sob.

"What happened?" Toby asked, while stepping back to allow Tilly into his room.

It was against all rules and procedures for a male instructor to be alone in his room with a female student, but he also knew if he tried anything he would be signing his death warrant.

He flicked the kettle on and pulled two mugs off the mug tree.

"I got back from my science class and I found Carl in my room going through my things. I kicked him out."

"How does that make you feel?"

"What are you, a shrink?"

Toby raised his eyebrows at her

"Violated." She finally admitted.

"Tilly, have you ever thought that you could open up to Carl? You know. Let him in a little."

"I can't."

"Why?"

"There's a reason my file is classified and I'm using my middle name as a surname. You know it, but if anyone else found out it would turn me into a target."

"Carl is your partner, you _are_ going to have to trust him at some point. This weekend you'll be doing survival exercises and you will need to work together to get through it."

"Can't I do it on my own?"

"Jesus, you sound like your brother. No Tilly, you can't. Try letting him into some of the little things about you and see how he handles them."

"I just thought it would be different."

"What do you mean?"

"I thought I would find a place to fit in and finally have some friends who know the real me, but I'm as alone here as I ever was."

"So try making friends. Start with Carl. You may find you have more in common than you realise."

"How do I do that?" Tilly asked, tears forming in her eyes.

"You could start by talking to him during my classes. Maybe apologise for over reacting. You could also try being the person you are in this room right now."

Tilly nodded.

"Come on Tilly, I'll walk you back to your room." Toby said, taking Tilly's mug off her and putting it down on the side.

* * *

The following morning at breakfast Tilly arrived and headed straight for the table she shared with Carl.

"Hi." She said to him as she sat down.

"Hi." He replied a little stiffly.

"Look. I'm sorry I snapped at you last night. I just don't like people invading my personal space like that. I caught one of my brothers doing it once."

"What did you do?"

"Lined my drawers with mouse traps. He learned his lesson after that."

"I'll bet he did. So you have a brother?"

"Three actually. All older."

"I bet that makes dating fun."

"I only speak to one of my brothers. He threatened my ex once. It was _very_ fun to watch."

"Was he your ex before or after your brother threatened him?"

"Before, otherwise it wouldn't have been so much fun to watch now would it?" Tilly said, flashing Carl a very devious smile.

"I'm sorry I went through your room. I just don't know anything about you and seen as though you won't let me in and we need to work together for the next three years I thought I'd try and find something."

"Did you?"

"Did I what?"

"Find anything?"

"No. Your possessions seem to be as impersonal as you."

"They would be. There's a weight limit on international flights." Tilly said, her voice dripping with sarcasm, as she leaned over and picked the toast off Carl's plate.

"So you bring science books?" Carl probed.

"I have a degree in Theoretical Physics from Oxford."

"And why aren't you at Sci Acc?"

"Director Fury caught me taking out a five man tactical assault team by myself."

"Why was a tac team after you?"

Tilly kicked herself. She had said too much.

"It's complicated." She said, trying to buy some time.

"Will you at least think about telling me?" Carl asked her, knowing she had closed off again.

"Maybe someday." Tilly promised.

* * *

The principal had told them to select their electives for the year. They were allowed two. Carl had chosen for them to attend the cooking class and Tilly, over Carl's objections had chosen the dancing class.

"Welcome to S.H.I.E.L.D's cookery school. Most student's see this as a dossing class. I am going to tell you, if that's you get out now."

Tilly rolled her eyes.

"Put on your aprons and do as directed. If you mess around in this class you will be told to leave."

Tilly put her apron on and looked towards Carl who was eagerly waiting for more instructions.

"Today, you will be learning how to make a basic cake. You may choose between Lemon, Vanilla and Chocolate."

"Chocolate?" Carl asked at the same time Tilly said "Lemon."

"But I like chocolate cake!" Carl said to her sticking his bottom lip out at her.

"I don't. It doesn't agree with me." Tilly said in a flat tone that indicated the matter was closed.

"Lemon cake it is then." Carl said and went to get the ingredients they would need.

He arrived back to the area they had been allocated to find Tilly had gathered the equipment they would need.

He read through the recipie before Tilly took it and ripped it up.

"I know a better way." She said

"Of course you do. Let me guess. You have a masters in baking?"

"No, but I've enjoyed doing it since I was little. It reminds me of my gramz."

"You any good at it?"

"I made my brother's wedding cake."

"Ok. We'll do it your way."

"Have you ever cooked at all?" Tilly asked him.

"Only on an open fire. It's why I chose this elective!"

Tilly hung back and let him work. She told him what to do and showed him how to do it when he got confused over her instructions.

They were the first pair to put their cake in the oven. When they had Tilly helped Carl clean up and went to get the ingredients to make an icing.

An hour later they pulled the cake out of the oven. Carl went to tip it onto the cooling rack.

"Leave it ten minutes." Tilly advised him.

Carl looked around at the other pairs. He saw their cakes break as they tipped them out of the tins and instantly knew Tilly had a point.

He timed ten minutes and tipped the tin over. He knew that they had made the right move when it slid easily from the tin onto the rack.

He spent the next hour writing down the recipe as Tilly dictated it to him, while the others were attempting to remake their cakes.

Tilly also gave him some useful tips and variations which he noted down.

"You have 45 minutes left." Their teacher told them.

Tilly pulled the equipment that they would need to make their icing out and she showed Carl how to make it. While she was mixing it Carl sliced the cake into three pieces. Tilly split the buttercream and spread it over the base. Carl placed the next layer on it and Tilly repeated the process. Carl placed the final layer of cake onto the stack and Tilly spread the rest of the buttercream over the entire cake covering it.

"Time's up" Their teacher called as Tilly placed their cake on the end of their bench.

They watched as their teacher went around each pair in turn and try a small sample of cake. They could see they had progressed the furthest.

Tilly could see the teacher was clearly not impressed with the outcome of the lesson and the cakes her students had created.

She arrived at Tilly and Carl's cake.

"You managed to ice it?" She asked.

Tilly nodded.

"What flavour?"

"Lemon." Carl answered with a dry mouth.

Their teacher cut a slice out of it and put it onto a plate. Using a fork she took a mouthful.

"This is good. It's nice and light. The lemon is just right. What did you do?"

"We used the zest as well as the juice and we beat the eggs seperatley and added them all in before folding in the flour rather than alternating." Tilly told her.

"Very good." She said to them, before walking off with their cake. Carl hugged Tilly.

Suddenly all of the pairs in the class were asking to try their cake. There was barely any left for them when they had finished.

"Let's go get a sandwich." Carl suggested.

* * *

They were in the dining hall when Tilly noticed a spot of mould on the sandwich she was halfway through.

"Gross." She said, throwing it back onto the plate.

"What?" Carl asked her before he looked at her mouldy sandwich and suddenly lost appetite for his own.

"So dance elective in the Arena? Are you trying to punish me for something?" he asked her.

"Or something. Dance is something I've never done. I thought it would be fun to actually learn something while I'm here." Tilly admitted.


	8. Chapter 8

"Welcome to S.H.I.E.L.D's dance elective programme. I know only one pair out of you selected this as their elective, the rest of you were forced into it as you were not quick enough to sign up to the electives of your choice. Your partners in this room are useless as we will be assigning you new ones for the purpose of this class. Please stand in your pairings and we will make the necessary changes."

Tilly and Carl stood together and watched as the instructor walked among them and swapped the men and women around so that they were in mixed gender pairs. The instructor got to them and giving them a curious look they moved on and left Tilly and Carl as they were which they were thankful for.

"In this class you won't just be learning to dance. You will be learning how to observe your surrounding area through dance. Any questions?" Their instructor told them.

"Do you have a name?" Tilly asked, causing a twitter of laughter from the rest of the class.

"My name is Anthony Swift." He announced proudly like they were supposed to know who he was.

Tilly knew, only because she had heard Ward and Romanov complaining about him and his techniques.

"I would like you to all to line up. Girls on the left, boys on the right." Anthony said.

When no one moved, not even Tilly, his demeanour changed.

"When I tell you to move, you move." He hissed at them.

As a class they moved quickly into their lines, except Tilly who strolled into the space left for her opposite Carl.

"Men, take your left hand and hold it out. Women take the proffered hand." Anthony instructed, demonstrating what he wanted them to do.

The class copied his movements.

"Shoot me." Tilly muttered to Carl.

"Hey, you chose this." He reminded her.

"Yeah I know. I'm sorry. Do you think we could rebel?"

"We could, but he's that oblivious I don't think it would do much good." Carl pointed out as some of the pairs had let their hands drop.

"I want you men to pull your ladies in, keeping structure to your arms. The lady is a picture that needs framing. You are her frame."

Carl pulled Tilly in towards his body. As he did she rolled her eyes. Anthony walked up and down the line correcting their stances.

Carl saw Tilly tense as he walked up behind her and corrected Carl's hold on her. Anthony brushed his hand up against Tilly's bum and Carl tightened his grip on her to stop her doing something stupid.

"Step apart and repeat." Anthony told them.

The next half hour was spent repeating the same movements over and over again.

Anthony continued to walk up and down the pairs correcting their stances. Fortunately for Tilly Carl picked up the movements and stance fairly quickly. She assumed it was from his kickboxing training.

"I swear to God I will hit him!" Tilly muttered as she caught Anthony leering at her in a highly inappropriate way.

"You could always tell Toby. I saw him walk you back last night." Carl suggested.

"And what's that going to achieve other than trouble for us. I have a better plan." Tilly said to him as Anthony started clapping his hands together.

"Right, now we will move onto the first steps. Please follow me."

Carl stuttered for a few paces as he repeatedly led Tilly on the first few steps they had been taught.

"Carl. He's coming over."

Just as Anthony arrived at Carl and Tilly, Carl managed to get his feet around the steps and led Tilly using perfect footwork.

He looked at them disappointed before moving on.

"That was close" Tilly said to him as they practised the steps again.

"Too close. I see it's my responsibility during this class to prevent you from getting mauled." Carl said to her with a grin.

Tilly didn't say anything, she just nodded and gave him a thankful smile.

"What do you want to do for dinner? I'm not fancying the dining hall food." She asked him changing the topic.

"You want to order in? Are you trying to get us into trouble?"

"It'll be fine. What do you fancy? Indian, Pizza, Chinese?"

"Chinese sounds good"

"Ok. We can order it in when we get out of here."

"How do we smuggle it in without the kitchen staff finding out?"

"Same way I did last night." Tilly told him with a smile.

"Alright guys. That's all we have time for today. I want you to practise for next week." Anthony told them.

"Practise what exactly? You haven't taught us anything?" Carl muttered to Tilly as they left the Arena and headed back to their rooms.

"So Chinese study date? My room?" Tilly asked when they got to their floor.

"Sure, let me change out of this first." Carl told her, indicating his Phys Acc suit.

Ten minutes later Carl knocked on Tilly's door. She had changed too and was wearing a simple white t-shirt and a pair of jeans.

"I think we need to order dinner first." She said.

"Know anywhere?"

"Yeah. There's a Chinese not too far away." Tilly told him.

They place their order online and Tilly added 'call when you arrive at the gate' to the special instructions box.

Tilly and Carl practised their 'dance' moves and Tilly taught him the right way to use Russian genders when her phone rang.

"Wait here. I'll go get it." She said to him, picking up her purse and heading for the door.

"I want to see how you do this." Carl said, following her.

When Carl followed Tilly outside and to the gate he realised that it really wasn't that difficult. He and Tilly simply walked into the Atrium carrying the food.

Only they walked straight into Principal Dockerty.

"Food still not improved?" he asked them.

"I had a mouldy sandwich for lunch." Tilly told him.

"Damn them. You two better get back to your rooms before someone sees you."

Tilly grabbed a very confused Carl by the wrist and pulled him towards the stairs.

"Why aren't we in trouble?"

"I told him I would order in because the food is that bad." Tilly told him.

"When?!"

"When Oleg dragged me to his office. He asked me what other rules I intended on breaking, so I told him." Tilly admitted.

"And he simply _let_ you order in?"

"We can't brag about it, but yes."

"I think I won the lotto getting you as a partner." Carl said taking the box off Tilly so she could let them into her room.

"Clearly." Tilly told him closing the door and passing him a pair of chopsticks.


	9. Chapter 9

"First years. Please get your weapons belts and meet Toby in the Atrium in 15 minutes." Principal Dockerty announced at breakfast that morning. He had announced that the first years would be excused from classes Friday, but they would be expected to train during the weekend the previous night.

There was a murmur spreading through the first years as they went to collect their weapons belts.

Tilly and Carl strolled into the Atrium just as their allotted time was up to find everyone was whispering excitedly.

"What's going on?" Tilly asked Sarah, one of the girls in her class.

"Looks like we're going on a field trip, with Agent _Ward_."

"What?" Tilly asked, trying to crane her neck to see.

"I know. He is awesome, not to mention he is _fine._"

"I don't see it." Tilly told her as Toby climbed up a few of the window panes to make an announcement.

"Guys and girls. You are going on a three day survival exercise. These will be done twice a year and you will be expected to leave from here with nothing more than your weapons belts." Toby announced.

"Great. Three days in the wilderness with nothing more than ourselves." Sarah moaned.

"You lot are very lucky. You are going on your first survival with none other than Agent Ward, one of S.H.I.E.L.D's finest. He has the best hand eye coordination that the academy has ever recorded so for God sake, don't piss him off."

"That makes things better." Sarah brightened.

"Alright. Get into your pairs and follow me. Don't forget to check out with Toby before you leave." Tilly heard Ward call from the front of the Atrium.

There was an excited bustle as the students located their partners and made for the door. Tilly raised her eyebrows at Carl and they joined the back of the group gathering around Toby.

"Tilly and Carl." Carl told him when it was their turn, while Tilly looked around. She felt a tug on her arm and Carl pulled her forward.

"I wonder why Agent Ward is leading this. I mean, he doesn't usually." Carl said to her.

"How do you know?" Tilly asked.

"The second years were bitching about it as we left. So why do you think he's leading it?"

"Maybe he's injured?" Tilly asked, silently hoping that he was and that he wasn't checking up on her.

"Maybe. But I've heard there's no one better than Agent Ward at this. I heard he once spent six months surviving in the woods when he was younger." Sarah said, joining in with their conversation.

They talked as Ward led them away from Phys Acc and over the rolling hills surrounding it. Tilly could hear the students moaning in varying degrees about their feet hurting, or that they needed to stop for a drink.

After they had walked for three hours Ward stopped them all by a creek.

"You lot don't think I can hear you moaning behind me. But I will tell you this right now. I have ears like a hawk." Ward told them.

Sarah put her hand in the air

"Yes?"

"We need water. I mean, we haven't had anything to drink since breakfast."

"So why don't you get some?" Ward asked, nodding behind them to the creek.

"You have got to be kidding me."

"Nope. This is survival 101. You literally have nothing on you but weapons. If you want to drink I suggest you do now. We aren't going to stop for another couple of hours." Ward warned them.

Tilly, having been on multiple trips with Ward had already drunk some water from the creek and cooled her neck in the unusually hot September heat and was now playing with a newt.

She moved out of the way to allow her classmates access and found herself stood close to her brother.

"You better not be checking up on me." She warned him quietly.

"Would I?" he asked her, just as quiet.

"Yes."

"Alright everyone, back into your pairs, we're leaving." Ward shouted. Tilly went to find Carl.

"What is that?" he asked her as she continued to play with the newt.

"Newt."

"What are you going to do with that?" Carl asked her.

"I'll think of something." Tilly replied with a smile.

An hour into their walk Tilly was still playing with the newt.

"I thought training with Agent Ward would be more fun, I mean I've heard the stories." Sarah complained in front of them.

"Really? I must've been living under a rock, I've not heard anything." Tilly said catching up to them.

"I heard he was amazing to train with. Really knows his stuff and has a wicked sense of humour." A boy, Tilly thought his name was Harrison, said.

"Where did you hear that?"

"Overheard a couple of third years talking."

"I think I better listen more!" Tilly said, moving back to Carl.

A few minutes later there was a very loud scream from Sarah as the newt crawled over her shoulder and into her field of vision. Ward stopped to group to investigate.

When he saw Tilly and Carl laughing and the shaking girl who was babbling something about a newt he shocked everyone by grabbing Tilly by the collar and dragging her to the front of the group. Carl had no choice but to follow.

Tilly walked behind Ward, wondering what she could do to him for the next hour and a half until they reached a clearing in some woods by a stream.

"Alright everyone. We are here. This is where you will spend the next two nights camping." Ward shouted.

"Camping?" someone in the middle of the group asked while others thought he was joking.

"Yep. Camping."

"Do we have tents?" someone else asked.

"Is this called lets go and sleep in a tent 101? NO! This is SURVIVAL 101. The whole point is to survive!" Ward shouted to the group as he sat on a rock and unpacked the kit he was allowed, as the instructor, to bring.

"What do we do?" Carl asked, voicing the question a lot of people were wanting to ask.

"You have one to two hours of light left. I suggest you find shelter as it's due to rain tonight and source some food." Ward told them unwrapping his tent.

"Try not to get frozen this time." Tilly whispered to him as everyone else was panicking about spending the night in the wilderness.

"Don't hide behind the pee tree if I do." He joked back.

"Tilly, We have to find some shelter." Carl said after he had wondered around the clearing a couple of times.

"Well, let's go and look." Tilly said, gripping his arm and guiding him to a space on the floor. Looking back at Ward she saw him subtly nod his head down a path.

"Let's go an explore." Tilly said starting down the path.

"Tilly. We need to make a shelter."

"No. We need to _find_ shelter, there's a difference."

"What do you know?"

"Why this clearing? I mean, we've passed a few in the last hour and I'm pretty sure there will be another one within thirty minutes, so why this one?" Tilly explained, crashing through the undergrowth.

"Because they've hidden shelter. But how do you know this is the right path?"

"A hunch."

Ten minutes later Tilly and Carl arrived at the outskirts of a house. They approached cautiously as they didn't know who the house belonged to or even if they were welcome. Tilly walked up the front steps and rang the doorbell.

Within a few minutes an elderly man answered the door.

"Can I help you?" he asked them.

"Hi, we're doing an exercise in the woods and we were wondering if there was a chance you had a tent we could borrow?" Tilly asked in the voice that usually meant she gets what she wants.

"I may have a tent around here somewhere. I haven't been camping in years." The man said as he let them into the house.

"Thankyou Sir."

Five minutes later he returned with a small, old tent.

"Thankyou. I can return it when we leave in a couple of days." Tilly promised.

"Don't worry about it dear. I don't have the joints for camping anymore. You and your boyfriend will get more use out of it than I will."

"I'm not her..." Carl started to say but Tilly cut him off.

"Thank you so much Sir. I'm sure we will."

They left the house and set off back towards the clearing. When they got there, there were many feeble and crude attempts at shelter.

"I think we should source some food before we put this bad boy up." Carl suggested.

"Yeah. I think you're right. We may come back to find it stolen."

"You ever been fishing?"

"A long time ago, but I used a rod."

"That's not fishing!" Carl told her, taking his boots off, rolling his trousers up and wading out into the stream. Tilly laughed at him as he splashed around, but an hour later he had caught two fish large enough to feed them both for a couple of meals.

"Only question is. How do we cook them?"

"I tell you what. You de head and gut them, I'll build us a fire." Tilly told him as she went looking for wood.

She worked building a fire for the best part of 45 minutes. When it was built and stuffed with flammable leaves she stood back to admire her handiwork.

"Looks good Tilly, but how do we light it?"

Tilly pulled a book of matches out of her weapons belt.

"Nice!" Carl said as she struck one and threw it onto the fire which ignited immediately.

"It's going to take about half an hour before we can cook on it." He continued.

"Why don't we put the tent up?" Tilly suggested as the sun was starting to set.

They worked together to put the tent up. Even though it was an old one it was relatively easy to put up.

As they had a fire and tent Tilly and Carl were starting to get some really dirty looks from the other students.

They saw Ward approach them and started smirking. They would be in trouble now.

"Where did you guys get the tent?"

"We found a house. Knocked on the door and asked the lovely old man if he had one." Tilly told him with a straight face.

"And the fire?"

"Tilly had some matches in her weapons belt."

"Nice job." Ward made to walk away from them but paused when he saw the fish. "How did you?" he asked pointing at them.

"Carl. Apparently he is a fishing rod." Tilly said with a laugh.

"Excellent job guys."

The rest of the class were all sat under their pitiful shelters watching as Tilly and Carl appeared to get away with murder.

* * *

It was late and everyone had gone to bed, well, almost everyone. Tilly was still sat up by the fire with Ward.

"You volunteered for this." It wasn't a question, it was a statement.

"I did."

"Why? It better not be so you can check up on me."

"No. There's something I needed to talk to you about. Thought this would be a good way."

"And dinner was out of the question?"

"Getting you out of the Academy is harder than you realise."

"So what do you want to talk to me about?"

"You promise not to scream and wake everyone up?"

"No, but I _will_ promise to try."

"I shouldn't be telling you this yet, but if I don't do it now it won't get said."

"Will you just say it?"

"Skye's pregnant."

"What?!"

"That's not the biggest news."

"You meant there's more?"

"Yeah. We're kind of having triplets."

"Did you just say triplets? As in three?"

"I did"

"Awesome! So why aren't you supposed to tell me now?"

"She's only nine weeks. We were warned not to tell people until she's twelve."

"Oh my GOD!" Tilly exclaimed, raising her voice.

"Tilly, quiet! You'll wake the whole camp!"

"This is so exciting!" Tilly exclaimed dropping the volume of her voice back down to a whisper.

"Exciting? Terrifying more like! Anyway, you best get some sleep, tomorrow is going to be a long day." Ward said pouring water on the fire.

"Thanks for the heads up on the tent. Coulda warned me about the undergrowth though!" Tilly said to him, kissing him on the cheek and heading into the tent she was sharing with Carl.

Ward chuckled to himself and climbed into his own tent.


	10. Chapter 10

Tilly woke up the following morning to find everything outside the tent had got very, very wet overnight, including most of her classmates.

Tilly dug the wood that she had the sense to put into the tent bag out and proceeded to rebuild a fire. She lit it with a strike of another match. Immediately she felt the warmth wash over her and she saw a couple of her classmates inch closer to it.

"Right. Last night was a test to see how much you lot know. I was appauled to find that it is very little. Today I am going to teach you how to survive when you are alone in the woods with nothing but your weapons belt." Ward told them when he had got out of his tent.

"Unlike those two who stayed nice and dry last night, we can't magically pull a tent out of our asses." The kickboxer, who Tilly now knew was named Mike said. He and his partner had had it worse off as their pitiful attempt at shelter had blown away overnight.

"They didn't make it appear out of their asses. There is an old man who lives about a ten minute walk over there." Ward said, pointing down the path Tilly and Carl took the night before. "He's been loaning tents to students for years. All you have to do is ask him for it. It's called being resourceful."

"You could have told us that?" Mike complained

"That wasn't the point." Ward told them. "The point is, Matilda and Carl decided on a safe place to stay for the night before scouting the surrounding area."

"Then how do you explain the fire? Who carries matches in their weapons belt?"

"I do. You never know when a match could come in handy."

"When was the last time you used a match on a mission?" Sarah asked sceptically.

"Last week. My partner and I had our hands bound using tie wraps. My partner got the matches out of my belt and we managed to burn through the wraps getting free." Ward lied.

That statement shut the class up.

"There are many places around here that could be used as shelter from the rain." Ward went on to explain. "Those rocks you are sat on. Take a look underneath. There's a large enough gap to protect you from driving rain."

Some of the students were kicking themselves, they had not thought about sheltering under the rocks.

"Food. How many of you ate last night?" Ward asked. Tilly and Carl held their hands in the air.

"What did you have?"

"Fish."

"Where did you get it?"

"The stream."

"Exactly, food. If you aren't prepared to catch it and kill it then be prepared to starve."

"How? We don't exactly have anything to catch or kill food with?"

"This is what I am going to spend the day teaching you. Now empty your belts in front of you."

The first years all emptied their weapons belts in front of them. Some of them had kept their belts as basic as when they were given to them, while others had the sense to bulk them out a little. Ward walked up and down the pairs and stopped in front of Tilly and Carl. Between them they had a pretty well stocked belt. He fingered through the items and came to rest on a garrotte. He looked at Tilly and swiftly put it in his own belt before moving onto the next pair of students.

"What was all that about?" Carl asked Tilly.

"I've met Agent Ward before and I may have 'borrowed' his garrotte." Tilly told him, which was half the truth.

"You've met him before?"

"Yeah. When that tac team came after me I was kept at Phys Acc for a couple of months for my safety. He was there recovering from some sort of injury to his back."

Again, it was a half truth.

"Tilly, what aren't you telling me?" Carl asked her.

"Nothing." Tilly answered, shrugging her shoulders. She could tell he didn't quite believe it, but he let it rest for now.

"Alright people. Listen up. You are probably the most ill equipped bunch of first years I've ever come across. In your weapons belts you should include a book of matches and either string or a length of wire." Ward said to the group of first years, walking over to the sack he had brought his equipment in.

He pulled out several lengths of wire and distributed them, one length per pair. When he gave one to Tilly and Carl she took it and immediately began to fiddle with it.

"I am going to teach you how to tie a snare. When you find yourself alone in the woods and you've run out of bullets, this is the one skill that could save your life." Ward explained.

He proceeded to teach the class, step by step how to tie a perfect snare, before indicating it was their turn and walking among them, correcting their mistakes.

Carl watched for a few minutes to gain some more pointers and turned to Tilly to find she had already tied the perfect snare with their wire.

"How did you do that?" Carl asked her amazed.

"I have a photographic memory. I see something once and I can usually copy it."

"That explains a lot actually."

"Like what?" Tilly asked, confused.

"How you seem to be able to do everything first time and how you know so many languages. Oh God! He's coming over here."

Ward reached Tilly and Carl. He looked over the snare, told Carl to put his hand in it, which he did, then pulled. The snare tightened around Carl's wrist and Ward untied it.

"Your turn." He said to Carl, tossing him the wire.

The first years spent the rest of the morning learning how to tie snares and setting them in the best place for prey to happen on them.

"I don't think we're going to get anything here. It's too noisy." Carl whispered to Tilly.

"I know. Why don't we go and find somewhere better?" Tilly agreed.

Together they set off into the woods and found a place where they thought animals would frequent more. They set their snares and returned to their class to find Ward in the stream.

"Water, not only can you drink it, but in a place like this can also provide a source of food. I want everyone to take their shoes and socks off and get in the water." Ward ordered. The class started removing their shoes and socks and rolled the legs of their S.H.I.E.L.D suits up before entering the water.

"It's cold" one girl screamed while others started chattering.

"Enough! We are all going to stand here until the fish in the stream have got used to us being here. Then, slowly you are going to reach down into the water and catch one with your hands."

They all stood in the water, waiting for the fish to return. About half an hour later Tilly felt something brush up against her leg. As she looked down she saw a fish swimming away from her.

"Oh my God! This is gross!" she heard someone cry as the fish started butting up against everyone.

Tilly looked into the water again. There was a fish there. She reached in to get it. Wrapping one hand around the head and one hand around the tail she lifted it out of the water, where it immediately struggled against her hands, and as it was slippery, she lost her grip. She stood in horror as the fish hit Ward in the face and landed back in the water.


	11. Chapter 11

The rest of the class was stood looking to see how Ward would react to this.

They saw him walk up to her, say something they couldn't hear, before he took Tilly's legs out from under her so quick she couldn't respond and she landed in the water with a splash.

It sent a clear message to everyone – DO NOT HIT WARD AROUND THE FACE WITH A FISH.

Carl, however was close enough to hear what Ward said to her.

"This is for the tie wrap. We are nowhere close to being even."

He pondered on it, missing catching a few fish that butted up against his legs.

"Don't you all look like you're having fun?" Toby called from the bank.

"What are you doing here? I thought Agent Ward was leading this?" Mike asked.

"He is, but we only make you suffer for one night the first time out." Toby explained to them.

"I wonder what he means by that?" Carl asked Tilly, momentarily distracted from Ward's words to her.

"It means that he's brought tents, food, matches and I hope to God some dry clothes." Tilly explained, noticing the van parked on the edge of the clearing.

"You have ten minutes to catch some fish, or you aren't going to eat any lunch!" Ward announced to the startled group.

Tilly lunged into the water and grabbed a fish by the tail in each hand. Pulling them out Carl took one off her, not wanting a repeat of the last one she caught.

Together they climbed out of the river and onto the bank.

"Toby, please tell me you have some dry clothes in that van?" Tilly asked.

"Why are you so wet?"

"Ward decked her because she managed to hit him with a fish." Carl told him.

To Carl's surprise Toby started laughing, before waving Tilly over to the van. Carl went to gather some wood to build a fire, before realising Tilly had the matches, which would now be wet through.

"He decked you because you hit him with a fish? I'm surprised you didn't duck him." Toby asked Tilly in a quiet voice as he located her a new suit.

"I tie wrapped him to a chair and embarrassed him and I kind of took one for the team. Can you imagine what people would say if I'd have tripped him?. Last time he tried that we _both_ ended up getting wet." Tilly explained.

Now it made sense to Toby. He pulled a suit out and handed it to Tilly. She went over to the nearest set of bushes and quickly changed behind it, emerging and rejoining Carl as he was gutting the fish.

"You have the, what I assume to be, useless and dripping wet matches." Carl said to her, nodding to the fire.

"Seriously. What exactly do you take me for? My matches are waterproof." Tilly said to him, pulling them out of her belt. This made Carl smile. She thought of everything.

Tilly lit the fire while Carl finished preparing the fish. Together they wrapped them in fresh leaves and put them in the fire.

They looked around as their fish cooked. Other pairs weren't doing so well. There was one pair that hadn't managed to catch anything at all and were now sat unhappily to one side watching everyone prepare a meal. Most pairs had caught at least one fish between them and were now being taught by Toby how to gut them and remove the bones. The pairs that already knew how to do that were being taught by Ward how to light a fire.

All of them were throwing Carl and Tilly dirty looks.

"Do you ever get the feeling that we're unpopular." Carl asked Tilly as Mike threw him the dirtiest look imaginable.

"Sometimes, but we have both clearly done this before so why do we need to spend time learning?" Tilly replied, using a stick to turn their fish over.

"How have you done this before? I mean you don't seem to be the outdoorsy type of girl."

"My brother used to take me camping every summer. We used fish, sit by a fire and make smores, set snares to see what we could catch for dinner. It was so much fun. Then my sister started coming and it got even better because I had help pulling pranks on him." Tilly told him reminiscing.

"Sounds like fun."

"It was. The only thing I struggled with was the skinning and gutting of the fish and animals. If I had to do it I refused to eat it. So my brother did it for me."

"Which is why you're trying to avoid it now?"

"I'm not trying to avoid." Tilly protested, before Carl raised his eyebrows at her and she realised he was right. He had done it all.

"I'll make you a deal. I will skin and gut the meals, if you tell me what's going on with you and Toby."

Tilly stared at him before realising Carl thought there was something going on between them.

"There's nothing going on between us."

"I saw him walk you to your room the other night after you caught me going through your things."

"Yeah. I was out of bed after curfew. He was helping me not get shot."

"But why were you out of bed after curfew?"

"When I signed up to this Director Fury added a few classes to my timetable to make sure I stayed engaged and out of trouble."

"Why would he think you would get into trouble?"

"It's who I am."

"You're a prankster?"

"Did you not get that when I put that newt on Sarah's shoulder?"

Carl laughed. This year was about to get more fun.

"So what classes do you take that we don't?"

"There's a science one. They let me do sciencey things during it. I'm currently working on a communications bracelet."

"I get a feeling there's more."

"Advanced combat."

"Yeah, right. Whatever." Carl scoffed. Tilly knew it was time not to elaborate.

"The fish is done." She told him, adding a cool tone to her voice.

They pulled the fish out of the fire and sat in silence while they ate it. Tilly watched as Toby and Ward went around everyone and corrected their methods.

That's when she saw it.

As he stood up, Tilly saw Ward wince slightly as he twisted.

"He's been shot" Tilly said under her breath.

"What? Who?" Carl asked her.

"Agent Ward. He's been shot. That's why he's free for this."

"Get outta here. There's no way."

"Dare you to ask him and find out."

"You ask him. I'm not that suicidal!"

"Agent Ward?" Tilly said in a loud voice.

"What?"

"We were just wondering if you're here because you got shot?" Tilly asked him, not a shadow of fear on her face.

Carl registered a look of shock briefly flash over Ward's face and knew Tilly was right. How she had spotted it he had no idea.

"What makes you say that?"

"You wince when you move." Tilly said, looking at the floor after realising how creepy it sounded.

The class sat in awe of Tilly. She didn't seem to be afraid of anything, especially this large, legendary Agent in front of them, who was not known for his sense of humour.

"That's part of the reason. I took two bullets to the side. Nothing much, just a flesh wound. I also had some business to take care of in the area." Ward admitted to the class.

"Can we see the bullet holes?" a girl with short brown hair asked him, taking her cue from Tilly.

"No." Ward told her while flashing the class his trademark, as Tilly called it, homicidal look.

The class immediately went back to what they were doing. Tilly on the other hand made an excuse to go and check the snares. Ward followed her.

"Was that really necessary?" he asked her in a low voice.

"I told Carl to do it, but for some reason people are scared of you. Don't they know you're a softy who used to gut my meals because I've never been able to do it myself." Tilly asked him, copying his low voice.

"No, and if you want to keep it that way you better stop with the personal questions." Ward warned her.

"Fine! But the next time you tell me to 'take one for the team' I will seriously consider hurting you." Tilly said inspecting the snares.

Ward watched as she found a rabbit in one and jumped to try and reach it. He let out a laugh over how ridiculous she looked before taking pity on her and getting it down.

"And if _you_ don't want people to know, you better stop helping me. I'm just another student remember, _Sir._" Tilly warned, taking the rabbit off him.

"Hey Tilly. Give me back that rabbit. I have an idea."

* * *

"First years. How many of you know how to skin a rabbit?" Ward asked when he got back to camp.

Not one of them stuck their hand in the air.

"I'm going to teach you how to skin, gut and roast a rabbit on an open fire." Ward announced.

"With What?" Mike asked.

"I believe Matilda and Carl have just checked their snares and have caught one."

Tilly nodded while Carl asked her: "Did we?"

Tilly handed it over to Ward and looked away as he expertly prepared the rabbit to roast. She suddenly saw the knife he was using and the urge to cry "You git. That's my knife" was swallowed.

He walked over to their fire which was still burning well. Tilly had fed it some more wood when she got back from the snares.

Ward set up a spit roast using the straightest sticks he could find and showed them how to cook meat over open fire.

Spurred on by Tilly and Carl's snare success everyone else wanted to go and check theirs, but Toby told them what their plans for the afternoon were.

"Before you go and check your snares you will get one pack per pair off the van and set up your camp properly. If you need another suit, come and see me and I will give you one."

The afternoon was spent pitching tents and throwing sleeping bags into them. Like most things, some of the class had done it before and managed to pitch the tents in a relatively short space of time, while it took others, who had never camped before longer. Once all of the pairs had a pack one of the junior members of staff took the van back to Phys Acc.

"Now we have a tent we'll be fine. I go camping in the holidays all the time." Mike announced to his partner Brad as they knocked the last peg in.

"So you can skin and roast a rabbit?" Brad asked him.

"Of course I can." Mike told him.

Tilly was about to open her mouth to say something, but she noticed Ward shake his head.

She saw his eyes turn blue and followed his eyeline. He was looking right at the one peg that would cause the entire tent to collapse. Tilly smiled and went back to helping Sarah pitch hers.

"What the hell! I thought you said you could pitch a tent!" Brad shouted at Mike.

"I can. I don't know why but these pegs keep coming out!" Mike answered back.

Eventually all of the tents were pitched except theirs. For some reason, that only Tilly and Ward knew, the pegs simply wouldn't stay in the ground. The entire class was now watching them struggle. Toby stepped forwards to help them, but Ward held him back.

"They need to learn a lesson." Ward told him.

"Have you tried moving it?" Carl asked, thinking the ground may be too soft for the pegs.

"Yeah! Twice!" Brad wailed.

Tilly saw Ward dig one more peg out before stepping in to help them pitch it.

"Are you guys sure you're hitting the pegs in right?"

"YES!" Mike shouted.

Ward made short work of the tent's pegs and handed the mallet to them. When the pegs stayed in the ground they started cursing at each other.

Toby smacked them both around the back of the heads.

"There is no need for language like that." Ward told them gruffly.

"Alright everyone. Go check your snares." Toby instructed them.

"I'll go. You checked the last one." Carl said to Tilly as she made to get to her feet.

"You sure?"

"Yeah. I'm sure."

Toby heard a scream and after passing a quick look with Ward went to investigate.

"That was inspired." Tilly said to Ward when they found themselves alone in the clearing.

"I thought it might take him down a peg or two better than a verbal whiplashing from you."

"I think you may be right. By the way, gimmie my damn knife back." Tilly told him, holding out her hand.

Ward reached into his weapons belt and passed her knife back to her. Toby arrived back in the clearing.

"Everything ok?" Ward asked.

"Yeah. One of the idiots managed to get caught in a snare."

Tilly laughed and went to help Carl, who she had seen coming out of the woods with three more rabbits. Tilly took one over to a rock and took her knife out. She held it to the neck of the rabbit before backing up.

"I can't do this." She said closing her knife and walking back to the stream.

"Tilly." Carl shouted, standing up from his own rabbit and trying to follow her.

"Leave her." Ward warned him. He knew Tilly and knew that nothing Carl would say would make her skin the rabbit.

"I'll prep it, you go talk to her." Toby told him.


	12. Chapter 12

Ward tracked his sister for ten minutes down the side of the stream.

He found her skimming stones, a useless skill he had proudly taught her one day when they were on the beach.

"Tilly?"

"Don't. Just don't."

"Still squeamish?"

Tilly looked at him and gently threw the stone she was holding at him.

"I'll take that as a yes."

"If I find myself lost and alone in the woods I'm gonna be the one who starves." Tilly said, sitting down on the bank of the stream and hugged her knees into her chest.

"You're not. You're far too resourceful to starve. And you know your berries." Ward pointed out to her while gently reminding her of the week where they had caught nothing using snares or fishing so Tilly went out and scavenged enough berries for them to survive off. He sat next to her and put his arm around her, pulling her into a hug.

* * *

Back at camp everyone was talking about Tilly's outburst and how Toby was now preparing her food. The rest of the class had seen the way she warmed to him and had also noticed how much time they were spending together.

Toby got Tilly's rabbit onto a spit and passed it to Carl before checking on everyone else. There were a couple of pairs that were also struggling with preparing the rabbit, so Toby, having done Tilly's found himself doing theirs too.

He checked on Tilly's rabbit.

"Toby. Is she going to be alright?" Carl asked him, turning his own rabbit. He was certain there was something going on with Tilly and Toby but now he'd seen her with Ward he wasn't as convinced. She seemed unafraid of him, almost like she knew him or was involved with him

"I think so. But she's in good hands."

"Agent Ward's? I've heard that his rookie calls him a robot."

"She'll be fine."

Maybe there was something going on that he didn't know about. Tilly seemed to get away with more than most students would. If she was involved with Agent Ward it would explain it.

* * *

"So the girl who isn't scared to tell her old brother off in front of a class of her peers can't handle skinning and roasting?" Ward teased, trying to lighten the mood.

He looked at Tilly and saw she had tears in her eyes.

"What happened?"

"I was never squeamish, but while you were away at school, Chris, well you know what he did to me."

"How could I not know? What did he say to you?" Ward asked her, his blood starting to boil.

"Well he took me into the woods one night and we found a snare that you and me had set up. There was a mole or something swinging from it. Chris, he beat the poor thing up even though it was already dead before skinning it in front of me and forcing me to watch. Before he took me home he told me if I told anyone what he was doing then that's what he would do to me." Tilly sobbed.

"Flashbacks?" Ward asked, suddenly realising that Tilly's squeamishness was more of a terrifying memory.

Tilly nodded.

"Why didn't you tell me this before?"

Tilly looked at her brother through bleary eyes.

"You were scared I was going to do something stupid?" Ward said, understanding.

"It wouldn't have been the first time. Punching Dad really wasn't a good idea."

"Felt good at the time."

"Yeah, but it landed you in military school."

"I know. I still remember you begging me to take you with me." Ward said, pulling her in tighter.

"We should go. They'll start talking about us if we aren't back soon." Tilly said to him pushing him off her.

"Your right. We should" Ward confirmed, getting to his feet before hauling Tilly up too.

* * *

"About time! I was starting to thing you had both got lost! We were just going to come and look for you." Toby said as Ward and Tilly walked back into camp.

Everyone turned to stare at them and Tilly slipped away from Ward's side and over to Carl and the fire.

"You ok?" he asked, noticing there were tear tracks down her face and her eyes were slightly bloodshot.

"Yeah. I'm fine."

"Agent Ward didn't hurt you did he?"

"No."

"Tilly. Tell me what happened. Please. We have to work together for the next three years remember!"

"Nothing happened, I'm fine. How's the rabbit?"

Carl looked to Ward and saw that his features were dark and brooding.

Obviously they know each other better than Tilly was letting on, and even more obviously something had happened while they were gone.

* * *

"Everything alright?" Toby asked Ward as he joined him for dinner.

"Yeah. It's just."

"You found out something about her that you feel you should have picked up on sooner?"

Ward looked at Toby.

"I know who she is to you. It's a little evident when she fights, even more evident when she throws knives."

"I just found out how much of a monster my older brother really is."

"The senator?"

"That's the one. He forced her into watching him skin something and then threatened to do the same to her if she told anyone about the abuse he was inflicting on her."

"Please tell me you're kidding?" Toby asked him, rabbit halfway to his mouth.

"Wish I was. It explains a lot though."

"Like what?"

"Like how she would be fine getting stuck in one vacation and not able to stomach it the next."

"She needs to tell Carl that she has issue skinning things."

"I think he's worked that out for himself."

* * *

The sun started setting and the first years started wondering off to bed. For some of them it had been a very long day. One by one their numbers dwindled until there was just Ward left by the burning fire. He couldn't believe Tilly had kept something like that from him, but he understood why she had.

When he felt the drop of rain land on his hand he doused the fire and retired to the tent he was now sharing with Toby.

* * *

Tilly woke up in the middle of the night. She wasn't sure what had woken her up, the sound of the rain or Carl kicking her. While she was awake she heard something else through the rain, something that made her blood run cold.

She pushed Carl until he was semi awake.

"Carl. Wake up. Can you hear that?"

"Hear what Tilly, it's just rain."

"Carl! Wake up. That's not just rain!" Tilly hissed at him as she put her shoes back on.

Tilly scrambled out of the tent, treading on Carl as she did so.

"Dammit Tilly, get back to sleep. It's just rain." Carl told her rubbing sleep out of his eyes. Thats when he heard what had freaked Tilly out so much. He quickly put his shoes back on and followed Tilly out of the tent.

"Tilly?" He whispered.

"Over here." He heard Tilly say as she flashed her torch on the ground.

"What are you doing?"

"I'm going to wake the staff up."

"We don't even know if it is anything yet."

"I don't want to find out." Tilly told him, unzipping Ward and Toby's tent and climbing in.

She immediately felt something soft and squishy beneath her hands.

"You better have a damn good reason Matilda Grace." Ward growled at her, waking Toby up.

"Shhh. Listen." She said, putting her hand over Wards mouth. He listened.

"Get out. Go take cover under those rocks." Ward instructed, pulling his own shoes on.

"What going on?" Toby asked, confused.

"Helicopter. Come on." Ward told him as he got out of the tent and followed Tilly and another person that he assumed was Carl to the cover of the rocks.

"Why all this fuss over a helicopter?" Toby asked, catching up.

"The last time I was camping and got a helicopter surprise in the middle of the night my wife was kidnapped by a sociopath." Ward told him.

"Wait, what? When did you get married?" Toby asked, missing the point of the story.

"Couple of months ago, but that's not the point."

"No the point being they overpowered you and kidnapped her." Carl reminded him.

"How the hell did they overpower you?"

"They didn't. They froze me using a variation of an icer."

"Ah!"

"So why are we all out in the rain?" Carl asked to clarify.

"Because we aren't expecting company." Ward told him.

The sound of the helicopter came closer and closer through the rain. The four of them crouched as far as they could under the rocks to hide and watched as the helicopter flew low over them before flying off into the night.

"False alarm. Back to bed." Toby said with relief.

"I told you it was nothing to worry about." Carl told Tilly. He still thought she had over reacted by waking Ward. Now the four of them were soaking wet through for nothing.

"It could have been something though." Tilly was protesting as they headed back towards their tent.

* * *

The following morning Ward and Toby were up early and were waiting for everyone to wake up. They caught some fish and lit a fire. They roasted the fish and put the tent away before Tilly surfaced.

"Morning" She yawned as she walked over to the fire.

"Morning. There's some fish left if you want it. You'll have to cook it yourself but that shouldn't be a problem for you." Ward told her.

"Awesome, thanks." Tilly said, wrapping the leftover fish in leaves and placing it on the fire.

By the time her fish was cooked the other students were starting to wake up and start preparing their breakfasts.

Carl got up and came over to Tilly.

"I'm impressed. You finally managed to gut something."

"I didn't gut this. Toby did." Tilly replied.

"Ok. I'm going to ask you this once and I don't want you to lie to me."

"Sure." Tilly replied hesitantly.

"Is Toby that brother you told me about?"

"Hmph! No. I'm not related to Toby in any way." Tilly said, almost choking on her fish.

"Alright first years. You have until nine to get breakfast. Then we are going to set off back to Phys Acc." Ward announced.

"What about the tents?"

"Take them down and pack your survival packs back up. Leave them in a pile and the van will come back later to collect it." Ward told them indicating where he and Toby had left his pack.

At nine Ward and Toby went around dousing all of the fires with water.

"Hey! my fish wasn't done cooking." One student complained, earning a glare from Toby.

"Alright everyone. Let's go. You two, up front with me." Ward said pointing at Carl and Tilly.

"Why?" Toby asked him.

"Do you want to tell him or do you want me to?" Ward asked Tilly. The top of Tilly's ears blushed as she looked at the floor.

"What happened?" Toby prodded.

"One word. Newt." Ward said, looking at Tilly.

"What?" Toby asked.

"I may have placed a newt on someone's shoulder." Tilly said quietly.

"How did you know it was her?"

"Saw her playing with it." Ward laughed as the first years prepared to leave.

The trek back seemed easier than the trek there. Now they knew they were going to be drinking from streams they took every chance they had to get something to drink. An hour in and Tilly suddenly disappeared from Ward's side with a small scream, grabbing his arm as she went down. She had stood in a hole and turned over on her ankle.

"You ok?" he asked her as she scrabbled to her feet.

"I'm fine." Tilly said, embarrassment over falling clear in her face.

Ward made her demonstrate that she could walk on her ankle before he would allow her to continue.

Within the hour Toby, who was walking at the back of the group hurried up to Ward to tell him Tilly had dropped back.

"Alright everyone. Let's stop for a break here." Ward shouted.

It took Tilly another 10 minutes to get to them.

"You. Sit. Shoe off." Ward demanded.

"I'd rather not if it's all the same." Tilly told him.

"Now." Ward said to her, making his physical presence known.

"Fine!" Tilly huffed as she sat on a fallen tree trunk and pulled her boot off.

"Jesus Tilly!" Toby exclaimed as her ankle swelled rapidly.

"It's fine!" Tilly said.

"No it's not. I'm calling for the bus."

"I can walk." Tilly protested.

Toby looked at Ward who shrugged his shoulders.

"If she's stupid enough to walk, let her."

"All I need is a little strapping."

"You need your head checking" Carl said.

Ward helped Tilly stick strapping to her ankle and put her boot back on.

He nodded to Toby.

"Alright. Everyone up and follow me." Toby called setting off again.

Ward hauled Tilly to her feet and he, Carl and Tilly formed the back of the group.

Tilly hobbled the rest of the way back to Phys Acc, guided by Ward and Carl. Tilly pushed herself through the pain she was feeling and kept up at the back of the group.

"You are insane" Carl told her as they walked through the doors to the Atrium two hours later.

"I'm going to shower and go to bed." Tilly said to Carl and Ward. It was late Sunday afternoon and she still had some work to complete.

Ward headed through a door without saying a word, which left Carl alone in the Atrium.

"Carl. You're back. Did Tilly make it?" Toby asked checking the atrium for stragglers.

"Yeah. She's gone to her room."

"I suggest you do the same." Toby told him indicating that he should go up the stairs.

* * *

Tilly had just finished her Russian work and was pulling the plans she had spent most of the summer working on towards her. She was determined that she would get this right at some point.

There was a knock at her door.

Tilly heaved her tired body out of her chair and opened it coming face to face with Ward.

"That was stupid." He told her as she stepped back to let him in.

"It's fine."

Ward gave her a look she knew so well.

"Ok. It hurts like a bitch, but it'll be fine in the morning." Tilly told him.

"Ten minutes on, ten minutes off" Ward told her holding up an ice pack. Tilly took it and sat down on her bed. Ward took the pack off her and placed it on her swollen ankle which made Tilly hiss in pain.

Wards phone buzzed.

"That'll be Skye telling me they're outside."

"Go. I'll see you at Christmas. Give Skye my love and tell her to take it easy." Tilly told him allowing him to kiss her forehead before he left.

"I will. Take care of yourself and do not overdo it." He told her as he closed the door.

Tilly, wanting to get back to her plans, tied the ice to her foot with the cord of her dressing gown and hobbled back to her desk.


	13. Chapter 13

Tilly woke the following day at the usual time of 5.30. She stuck her feet out of her bed and immediately knew she had a problem. Her ankle has seized up overnight and had swollen so much it now resembled a small melon. It was also bright blue with bruising.

Gritting her teeth, Tilly put her feet on the floor and stood up, almost collapsing on her injured ankle, but catching herself in time. She took one hesitant step after another.

Realising that her morning run would be out of the question she dressed in her workout gear and headed for the gym where she could do a workout that involved avoiding using her ankle as much as possible.

By the time Tilly had finished her workout the pain she was feeling was making her feel sick, so she decided to bite the bullet and visit medical services. The second she hobbled in a nurse ushered her into a cubicle.

"Matilda. I'm Dr. Stevens. I will be treating you today. What seems to be the problem?"

"I went over on my ankle yesterday on survival training and I managed to walk back here. I kind of woke up this morning and it's a lot worse. I mean I tried to do an upper body workout and I now feel very sick." Tilly rambled.

The doctor took Tilly's shoe and sock off revealing her beaten up ankle.

"Wow. That's some bruising right there."

"Tell me about it. It hurts and I need to get back to my classes." Tilly said, hoping the doctor would just strap it up and send her on her way.

"You aren't going anywhere until I've x-rayed that ankle." The doctor said making Tilly groan.

* * *

Carl got down to breakfast in plenty of time. He had knocked on Tilly's door and when he got no answer he assumed she had already gone. He made his way over to their usual table and sat down. Tilly wasn't there. Carl was starting to get worried. He quickly ate his breakfast before rushing back to Tilly's room. He broke in the same way he had the night before they had gone on their survival weekend. She wasn't there.

He made his way to their Spanish class hoping that Tilly would turn up. She didn't and her absence was noticed by their teacher, Marisa.

"I don't know. I haven't seen her all morning." Carl told her when she asked.

"Well she better arrive soon or I will have to report her absence to the principal." Marisa said, turning back to teaching her class.

* * *

The doctor x-rayed Tilly's ankle, which showed that it wasn't broken.

"I think you have a severe sprain which is causing the pain and swelling."

"Really? It's only taken you two hours and an x-ray to figure that out?" Tilly asked sarcastically.

"I had to be sure it wasn't broken, the only way to do that is by x-raying it."

"So can I go yet?"

"You can, but Matilda. You need to rest that ankle, which means no physical for a week." The doctor warned.

Tilly hobbled out of medical and made her way to the language rooms. She was about half way there before she ran into Oleg.

"And what are we doing out of class?" he asked her in poor Russian.

"I'm on my way to class, and your Russian sucks." Tilly replied flawlessly, also in Russian.

"I am duty bound to take you to the principal's office." Oleg told her, grabbing her and dragging her.

Tilly knew she could get him to let go of her, but she also knew attacking a teacher would cross the line so far she would be thrown out.

"Come in!" Principal Dockerty called when Oleg knocked on his door.

Oleg walked into the room and dragged Tilly with him.

"I caught her wondering round the building during class." Oleg told him, hoping Tilly would get into trouble this time.

"Is this true?" Principal Dockerty asked Tilly.

"Yes Sir (Oleg cried 'Ha', but silenced himself when he got a look off the principal). I was on my way to Spanish from Medical. I had a trip yesterday and I was struggling to walk this morning. I thought I better get it checked out. The doctor kept me longer than I thought he would." Tilly explained.

"Very well Matilda. Take this and get to Spanish." Principal Dockerty told her, signing a slip and handing it to her.

Tilly took it and left.

"You believe that?" Oleg asked in disbelief.

"I do. Especially when the doctor called me to let me know that Tilly was there."

Oleg looked at Principal Dockerty with an open mouth.

"Is that all Oleg?"

"Yes, Sir." He replied, disgusted Tilly had, yet again, got away with murder.

* * *

Tilly sidled into class and slipped into her seat hoping no one would notice her.

"Miss Grace. Nice of you to warm us with your presence. I am Marisa, your Spanish teacher. Would you mind telling me why you are two hours late to my class?"

Tilly handed the slip to Marisa, who read it.

"Very well. I am assessing your fluency today before I begin teaching." Marisa explained.

"It's alright. I speak fluent Spanish." Tilly said to Marisa in perfect Spanish.

"Really? Why are you in my class?"

"There was no other language class first thing on a Monday morning and Principal Dockerty didn't want to let me have a free." Tilly explained.

"Very well. I expect you to complete the work of the rest of your class, but I will hold you to a higher standard. I also expect you to catch up on today's work in your own time."

"OK."

Tilly looked at Carl who was staring at her open mouthed.

"Where have you been?" he hissed.

"I was in medical getting my ankle looked at."

"Let me guess. Spanish is one of the five?"

"How could you tell?" Tilly asked him with a wink.

* * *

"I was worried about you." Carl told Tilly in a voice that indicated he was annoyed at her as they made their way to the dining hall for lunch.

"I'm sorry. I didn't realise that the med team were going to check everything from the blood vessels in my eyes to my blood pressure when I went in with a gammy ankle." Tilly hit back. She was still irritated that they had kept her so long.

Carl relented a little.

"What did they say?" he asked in a softer voice.

"Nothing I didn't already know."

"Tilly?"

"It's a sprain. A couple of days rest and I'll be good to go."

They reached the canteen and joined the back of the queue. They chose their food. As much as Principal Dockerty had promised Tilly the food would improve, it hadn't.

"What do you fancy ordering in tonight?" Tilly asked Carl in a hushed voice.

"Pizza? And can we get cookie dough?"

"Sounds good." Tilly said, sniffing at some strange green stringy item before returning it to her plate.

"I never thought I would miss fresh caught fish." Carl said pushing his plate away from him.

"I know exactly how you feel." Tilly said, doing the same.

She got up from the table.

"Where you going? We don't have to meet Toby for another half hour."

"Yeah, but at the rate I'm going it'll take me half an hour to get there." Tilly told him.

"Sit down and eat your almond tart. I'll piggyback you if I have to."

* * *

Toby was waiting for his first years. He was starting to lose his patience with them. They were all ill disciplined and lazy.

He heard a playful screaming coming down the hill. He looked up to see Carl running down it with Tilly on his back.

They were the only students that were on time.

"How's the ankle." Toby asked Tilly.

"It's fine. Doc told me just to keep it strapped for Phys."

"You told me a couple of days rest." Carl said to her.

"Did I?"

"That's odd Tilly, because the doctor called me and told me a week minimum." Toby said to her.

"A week?" How do I train without a partner?" Carl asked.

"You will train with Dan." Toby told him.

"What the hell do I do for a week?" Tilly asked.

"Sit out and laugh Carl as he falls off the assault course and get beaten up by Dan."

"I can do that." Tilly smiled as she wondered off to the side to watch.

The rest of the class finally arrived.

"Mondays. The day most of you will come to hate. This is the day when your practical will consist of you entering the assault course. Be warned. The last time a first year completed it was when Ward and Romanov scared the living daylights out of their instructor by flying around it.

I will be teaching you all of the skills you will need to complete this course. If you complete it by the end of the year I will personally take you out for Dinner." Toby told them.

He nodded to someone. Tilly thought it looked like Dan, who slowly and skilfully showed them what they were going to be doing on the course. The class watched as Dan crept along a rope, swung over so that he was hanging from it, swung his body back onto it and progressed to the end.

"That looks like so much fun." Tilly moaned as Toby led them to a set of ropes.

Tilly watched as Toby taught them how to dangle from the rope and swing back onto it. Having learned it all before she very quickly got bored and started making fun of Carl who was now attempting it.

"If you think you can do better be my guest!" He called to her as he dropped off the rope.

"Alright I will." Tilly said approaching the ropes, only to find her path blocked by Toby.

"Oh no you don't!" he said to her.

"Please. Just one? I promise if I fall I'll land on the other one." Tilly said batting her eyelashes at him.

"No."

"You are such a..." Tilly said, but what he was Toby never found out as one of the students emitted a scream and fell to the floor in a heap.

Toby ran over to her and tried to find out what she'd done.

"Keep practising. I'm going to take Michelle to the med suite. I'm leaving Dan in charge."" Toby told them.

Tilly stepped forward towards the ropes.

"Aww, is ickle princess too fragile? Will she break when she falls to the ground?" Dan teased. He didn't know Toby had ordered Tilly to sit out or why.

Tilly climbed up the side of the support and settled herself on the ropes. When she got halfway along she flipped her body over and hung there for the required thirty seconds before pulling herself up and sticking one arm out to flip herself over so that she was on top of the rope and crawled along it to the end.

Carl whooped as she climbed down. Dan stood there in shock. Tilly simply smiled at him.

"Who the hell are you?" he asked her when she got close.

"I'm me." Tilly answered without batting an eye.

* * *

Toby got back to the group to find them all standing around looking at Tilly.

"I thought I told you to sit out?" he asked her, realising she had disobeyed him.

"I got restless." Tilly told him.

"Over there. I want a private word with you." Toby told her, pointing to the seats around the obstacle course.

Tilly huffed off while Toby shouted at Dan.

"HOW COULD YOU LET HER DO THAT? I TOLD YOU SHE WAS INACTIVE THIS WEEK!"

"She seemed fine to me, and she completed it without much trouble." Dan told him, blushing.

He thought Toby had developed a soft spot when it came to Tilly and that he was allowing it to interfere with his judgement.

"Seemed fine? So the two HOURS she spent in medical this morning having her ankle looked at counts for nothing?" Toby demanded.

"She, well, I didn't know that." Dan admitted.

"I have reasons for my judgements and decisions Dan. Get this lot working again." Toby said to him before walking over to Tilly.

"I don't want to hear why you disobeyed a direct order but know if you do it again I will be forced to take severe action."

"You'll tell the principal?" Tilly asked shocked.

"Worse."

"You wouldn't."

"Damn right I would."

"You'd call the Director to bother him about a student disobeying orders?" Tilly asked, shocked, but slightly impressed.

"Oh no Tilly, I wouldn't call the Director, after all, disobeying orders is in your DNA so he'd probably laugh. I'd call your brother."

"You wouldn't dare." Tilly said to him.

"Try me." Toby threatened.


	14. Chapter 14

Tilly spent the rest of the week's practical sitting out and looking annoyed about it. Carl didn't know what Toby said to her, but it worked.

"I'm bored." Tilly announced as they made their way back to their rooms Friday afternoon after Carl had introduced them to weapons training.

"Do you have a class tonight?" Carl asked her.

"No."

"We _could_ go to the campus bar?" Carl suggested

"No. I don't think so." Tilly said, knowing she craved mischief.

"So what do you want to do then?"

"I want to play a prank on the principal." Tilly told him in a low voice, eyes glittering dangerously.

"You want to what?" Carl asked her in disbelief.

"You don't have to come. I can manage on my own." Tilly told him.

"Hell no! Whatever we do we are in this together." Carl said, looking slightly nervous.

"We can go to the bar afterwards." Tilly promised him, making him cheer up slightly.

* * *

Tilly and Carl waited until they knew everyone had left for the night before sneaking down the corridor to Principal Dockerty's office.

While Carl kept a look out Tilly used a pick set and picked the lock.

"Do I want to know how you know how to do that?" Carl asked her.

"No. I don't think you do." Tilly told him as the door swung open.

They rushed into his room and closed the door before turning their torches on.

Tilly listened at the door for people approaching while Carl searched the office for the air horn Principal Dockerty had used their first day.

"Turn you torch off and stay quiet, someone's coming!" Tilly hissed, turning her own torch off.

Carl did as he was told listened. He couldn't hear anything, but thirty seconds later he heard footsteps approaching before passing the room and disappearing.

"How the hell did you hear that?" he asked Tilly in a hoarse whisper.

"Ears like a hawk." Tilly replied using the phrase Ward had.

This didn't seem to register with Carl as he turned his torch on and continued his search. He eventually found it and brought it over to Tilly who took it off him and produced a roll of duct tape. Carl eyed her up as he didn't see where she had hidden it. Tilly measured the door before measuring where, on the wall the door would open.

She expertly taped the air horn to the wall and the prank was complete. Tilly listened at the door to make sure their coast was clear before opening it, checking the air horn was in the right place and leaving the room. As Carl again acted as the lookout Tilly locked the door using her picks and they sneaked down the corridor and headed off towards the bar laughing.

* * *

"Great. It's Karaoke night." Carl moaned the second they walked through the door to the bar.

"Isn't every night?" Tilly asked him walking over to the bartender and ordering them a couple of drinks.

"To chaos and mayhem!" Carl said, raising his glass in the air as a toast.

"To chaos and mayhem!" Tilly repeated, clinking his glass with hers.

Tilly could see Mike lurking in the shadows. She was wary of him. Her name had appeared at the top of the scoreboard on Wednesday, followed by Carl and since then Mike, who to his horror had been down in sixth, had been following them.

"Let's go play pool." Tilly said seeing the table was open.

"Sure." Carl said, putting his drink down on the bar and following her to the table.

"You any good" She asked him as she racked the balls.

"Not too bad. You?"

"I'm not too bad. I'm better with Darts." Tilly told him.

"You want to break?" Carl offered.

"Sure." Tilly said, placing the white ball on the table and lining up her shot.

"I thought you said you '_weren't bad_'?" Carl asked her as he watched her strike the group of balls with maximum efficiency.

"Exactly, by definition, not bad must mean good." Tilly explained, as she moved onto potting the next ball.

Tilly had potted half of her balls before Carl decided to sabotage her next move. He knocked her cue just as she struck the white ball, which sent it over the ball she was aiming for, but as she still hit one of her own, Carl was limited to one move, unless he potted one.

They continued to laugh, play pool and have a few drinks until the DJ organising the Karaoke announced his next act to be "First Year – Matilda Grace."

Tilly looked up at her name to find the spot light on her. It had got around the academy that she had hit Ward around the face with a fish and he had dropped her into the stream for it so she was getting to be quite well known.

"I didn't put my name down." Tilly protested. She knew immediately that Mike was behind it. Glancing at Carl she walked up to the stage amid a round of applause and whispered to the DJ.

Music struck up and Tilly started tapping her foot in time to the music.

"_You and me, we have an opportunity,_

_And we can make it something really good,_

_But you, you think I'm not that kind of girl,_

_I'm here to tell you baby, I know how to rock your world._

_Don't think that I'm not strong,_

_I'm the one to take you on,_

_Don't underestimate me boy,_

_I'll make you sorry you were born,_

_You don't know me,_

_The way you really should,_

_You sure misunderstood:_

_Don't call me baby,_

_You got some nerve, and baby that'll never do,_

_You know I don't belong to you,_

_It's time you knew I'm not your baby,_

_I belong to me, so_

_Don't call me baby._

_Behind my smile isn't my IQ,_

_I must admit, this does not sit, with the likes of you_

_You're really sweet,_

_Mmm, you're really nice,_

_But didn't mama ever tell you not to play with fire?_

_Don't think that I'm not strong,_

_I'm the one to take you on,_

_Don't underestimate me boy,_

_I'll make you sorry you were born,_

_You don't know me,_

_The way you really should,_

_You sure misunderstood:_

_Don't call me baby,_

_You got some nerve, and baby that'll never do,_

_You know I don't belong to you,_

_It's time you knew I'm not your baby,_

_I belong to me, so_

_Don't call me baby."_ Tilly sang as the entire room got up and started dancing.

The music stopped and nearly everyone in the room started cheering. She looked towards Mike and saw him standing there looking furious. His attempt to embarrass her had failed.

Suddenly feeling the need to get some air Tilly left the bar and walked to the Atrium.

"Matilda Grace? Dropping the Ward all together now are you?" a voice Tilly recognised asked her from the shadows.

"Director Fury thought it would be better for me if no one knew who my brother is. I expect you to keep my secret."

"Why should I?" Harvey asked, coming into the light.

"If you thought that broken nose was bad." Tilly warned him, reminding him of the previous year when she had punched him in the face for laughing at her technique.

"I'll keep your secret Tilly. If you keep mine."

"What secret do you have that I could ruin your life with?" Tilly asked him.

"Theoretical Physics. I have built a reputation here that is based on my physical skill. If people realise I studied that I would lose all my cred."

"You mean what little you have considering that you're repeating your second year for the third time. Don't worry. I won't tell." Tilly promised.

"How are you topping your class? I heard you'd done your ankle during survival?"

"Because I'm that damn good." Tilly told him before heading back into the bar.

* * *

**A/N: Ok people! I have a new game for you... **

**I want you to leave me your guesses as to what is going to happen next in reviews (if you log in I will PM you with how warm you are...)**


	15. Chapter 15

Tilly strolled into the Arena Saturday afternoon for her advanced combat class. She came face to face with Toby.

"So how does this work?" Tilly asked him.

"In this class I fully intend to push you to your breaking point, just so that I can see how hard I have to push. You will spar a variety of people. Some of them are high ranking agents that have been asked to come in specifically for this. I do not know when they will arrive, or how many of them there will be. We will also be using advanced weapons. Usually Agents don't specialise in a particular weapon until they reach level 6, but Director Fury wants you to have one." Toby explained.

"I get to chose a specialist weapon?"

"No. I chose it for you."

"Oh. So what are we doing today?"

"We are going to take it easier this week. Let your ankle get used to the movements again."

"So hand to hand?"

"Yep."

"Just me and you?"

"For today."

"And then we move onto different weapons and higher ranking agents, depending on who's available." Tilly recited, clarifying the plan for advanced combat.

"That's right."

"Let's do this." Tilly said shaking her arms out.

Toby lunged for her as she warmed up. He was supposed to allow all of his classes to, but this was a class not on the curriculum. Tilly ducked his lunge and Toby hit the floor skidding across it on his front.

Toby got to his feet and shook off the surprise that she ducked. He lunged for her again and she ducked it again.

This time Toby groaned as he hit the floor.

"Are you sure you want to do this?" Tilly asked him.

"No, but I've been ordered to so we are going to do it. You could make it a little easier by engaging instead of ducking me." Toby told her. Tilly let him shake off his daze.

"Or you could be impressed that I'm close to knocking someone out without laying a finger on them." Tilly told him as Toby rushed her again.

Instead of ducking him, this time Tilly brought her knee up to meet the bottom of Toby's ribcage, which completely knocked the wind out him and he collapsed to the floor, barely able to breathe.

"Are you ok?" Tilly asked him as he tried to shake off the winding.

"Yeah. It's just been a while." Toby told her attempting to get to his feet.

"A while since what?"

"I had my ass kicked."

"If you're so competent and you were here with my brother, why aren't you on active duty?" Tilly asked, expertly blocking a volley of blows Toby was throwing at her.

"I blew out my ankle while I was here. Tore too many of the ligaments holding it together. Fury thought it was a waste of my training to have me just go back out into the world so he asked me if I wanted to teach here." Toby explained, creasing his brow and concentrating as he tried to get the better of Tilly.

"That sucks. So were you responsible for Amber and Kain?" Tilly asked gripping Toby's latest blow and flipping him over his shoulder.

"No. Dan oversaw their training. I don't usually take control over training, but your year is a complicated bunch."

"Is that because I could break Carl in half just by sneezing on him." Tilly asked again, backing off and letting Toby get to his feet.

"That's one of them. There also seems to be a few martial arts champions in your year." He replied smoothing his top down. He launched at Tilly again and she parried his blows, but instead of turning and flipping him over her shoulder again she held onto his arm, used it as a bar and spun around it before using his arm to pull him face first into the floor.

"Want five?" Tilly asked.

"Please." Toby said, panting crawling to the side where he had left his water.

Toby sat on the floor breathing heavily, sipping his water while Tilly used the time to stretch. During all their classes he hadn't realised just how flexible she was and felt a guilty pang as he realised he hadn't let her properly warm up before combat.

"What?" Tilly asked, bringing him out of his guilt. That's when he noticed he hadn't even caused Tilly to sweat.

"I don't even think Romanov is that flexible." Toby told her.

"She is. Believe me." Tilly said raising her eyes at him.

"I think it's time to move onto a weapon." Toby said, unlocking the weapons case.

He pulled out a long thin staff and threw it to Tilly.

While he was getting his own staff out Tilly inspected it for the small join in the middle, meaning she would be able to split it into two when she needed to.

"Now these will require many hours of training, but you will get the hang of it soon." Toby warned her.

"Pickup sticks. You a master?" Tilly asked him.

"Not by a long way." Toby admitted throwing the stick towards Tilly.

They exchanged blow after blow, Tilly handling each and everyone with ease. When she split the stick and used one to take his legs out while the other connected with his face Toby realised she had used them before.

"You know how to use these?" He asked her as she stood over his body on the mat.

"My brother spent an hour early one morning teaching me." Tilly smiled, holding her hand out to help him up.

"How early?" he asked her taking her hand

"2am. Neither of us could sleep."

"One hour. That's all? Are you sure it wasn't longer?"

"Nope. One hour. That's all."

"How did you learn that in one hour?" Toby asked her, clearly there was something she wasn't telling him.

"Photographic memory. I see, I repeat, I do once, I learn forever." Tilly told him with a wink.

Toby let Tilly abuse him with the pickup sticks for another hour before calling it a day.

"Thanks Toby. See you Monday on the obstacle course!" Tilly called as she left the Arena.

Toby went to go and get an ice pack for his multiple injuries, wondering just how much Ward and Romanov had actually taught her. He traipsed the steps to his room and collapsed onto his bed.

* * *

Tilly reached her room and as she pushed her key into the door Carl caught up with her.

"Hey. How was _advanced combat_?" He asked her, still sceptical that she was having these lessons.

"Good. I think I beat Toby up a little too much though."

"You beat Toby up?"

"Kind of." Tilly admitted. Carl laughed. He still wasn't sure how truthful Tilly was being.

"What do you fancy for Dinner?" Carl asked her. They were still ordering in.

"I feel so groggy from all the junk we've been eating. Can we do something healthy?" Tilly asked.

"Sure, what you thinking?"

"Google?"

"Google isn't a type of food."

"No, but Google will let us know what's around here that's healthy." Tilly pointed out.

"I see now why your top of the class." Carl snickered as he followed Tilly into her room. He started prodding around her things. He was about to open a drawer when he remembered Tilly telling him about the mouse traps.

"There's nothing in that drawer for me to protect with traps." Tilly told him.

She had been watching him look around her stuff. He sat at her desk and pulled the plan for the communication bracelet towards him.

"You drew this up?" he asked her, looking impressed.

"Not quite. I drew the plan, but my brother and sister came up with the original idea."

Carl picked up the bracelet and looked at it.

"Is that a bullet hole?" he asked her.

"I think so, but I found it in Peru so it could be anything." Tilly told him, which made Carl drop the bracelet back onto the desk. Tilly tapped away at her laptop.

"There's a sushi place that delivers." She said to Carl.

"Sushi?"

"Yeah, bit of raw fish and salad. It'll be alright." Tilly told him.

Carl screwed his nose up and took the laptop off her.

"You want Chinese again don't you?" Tilly asked him.

"Maybe..." Toby said to her with a sheepish grin.

"Fine. We'll get Chinese. But if I put weight on I'm coming after you." Tilly caved.

* * *

Tilly and Carl walked into the bar a couple of hours later and everyone turned to look at them, or more specifically, her.

"What?" Tilly asked, swatting at her face thinking she had something on it.

"Sing us a song!" someone called and Tilly laughed. Clearly her performance the previous night was still fresh in the minds of some people.

"Not tonight. I just want a quiet drink. Maybe next week." Tilly told them parting the crowd and arriving at the bar.

"Amaretto and Coke." Tilly ordered.

"Sounds good. I'll have the same!" Carl said arriving next to her. "Someone's certainly popular with the second and third years." He told her with a laugh.

"I know. All I did was sing one lousy song." Tilly said. She couldn't believe that random people kept coming up to her and talking to her.

"It's a pity our year still hates us!" Carl told her.

"They're just jealous." Tilly told him, hoping that it were true.

The bartender arrived with their drinks.

"Crap. I've forgotten my wallet. I'll be right back." Carl said, patting his pockets down.

"I'll get these. Go after." Tilly told him.

"You sure?"

"Yeah. You buy the next one." Tilly said, handing over some money.

"You're on." Carl winked at her and taking his drink.

They sat enjoying their drink while people kept talking to them. One guy even asked Tilly if she wanted to dance. Carl watched her go and decided it would be the perfect time to go and get his wallet.

Tilly was enjoying herself, she enjoyed dancing and meeting new people like this. She saw Carl leave and assumed that he was going to go and get his wallet.

Furrowing her brow she saw Mike tap Brad on the shoulder and point after Carl before alerting a few more people and following him.

Tilly made to go too, but the guy she was dancing with wouldn't let her leave. Tilly pointed to Carl who disappeared out of the door and then to Mike, Brad and their crew. He nodded at her and they both headed for the door, hampered by people wanting to talk to Tilly.

By the time they made it to the Atrium Carl had vanished, but Tilly and her hawk like ears could hear thuds and grunts of pain. She tapped her companion on the shoulder and followed the sound. It eventually brought her out on the balcony over the Atrium and Tilly could see five guys trying to overpower a bound and blindfolded Carl and throw him over the railing.

"I'd let him go if I were you." Tilly warned them stepping forward.

Her companion ran to get help.

"Well, you aren't me so, no." Mike said, elbowing Carl in the face.

Two of the five dropped Carl and raced for Tilly. She dealt with them quickly and effectively and before they knew it they were semi conscious on the floor.

"Oooo. I forgot. You're Matilda Grace. Top of the class. What are you going to do? Beat us up?" Brad asked.

"I don't 'beat people up'. I overpower them to gain a tactical advantage. That being you won't be able to throw poor Carl over that balcony." Tilly told him.

The remaining three dropped Carl and advanced on Tilly. Carl's blindfold had come loose and fallen off, just in time to see Tilly perform the most astonishing Martial Arts he had ever seen. She twisted and turned and dealt blows with a fury. Before Carl could comprehend what was going on all five of his attackers were in differing degrees of consciousness on the floor and Tilly was knelt by his side hacking away as his bindings with a knife he was sure he'd seen before.

"What the hell has been going on here?" Tilly heard Dan ask as he arrived with the guy she had been dancing with.

"They attacked him." Tilly explained.

"Then why are they all out of it?" Dan asked Tilly.

"They tried to attack me too when I stopped them from tossing him off the balcony." Tilly told him, trying to help Carl up.

"Fighting isn't allowed out of the Arena. I will have to report this to the principal." Dan told her with a bit of a smirk.

"Do what you need to Dan. I will also do what I need to, which right now is taking Carl to medical." Tilly told him, starting to lose her temper with him. Between him and Oleg she would be lucky to last the year.

Tilly put Carls arm around her shoulder and attempted to heave him off the floor. Her companion saw her and raced to Carl's other side to help. They half carried, half dragged Carl down a corridor and set off towards the medical suite.

"I'm Ed by the way." He said, formally introducing himself.

"Tilly."

"I know who you are. You're the girl who hit Agent Ward in the face with a fish."

"I didn't do it on purpose!" Tilly told him.

"It doesn't matter. That's turned you into a bit of a legend around here."

"You do know he dropped me into the stream don't you?"

"Doesn't matter. No one has ever done _anything_ to Ward before."

"So because I let go of a squirming fish that hit him in the face on its way back to the water I'm a legend?"

"Yeah. You'll be a bigger legend tomorrow when word of you taking out five guys on your own gets out."

"Or it will turn me into a walking target." Tilly told him. They reached the door to the medical suite and went through it.

"Not back already are you Matilda?" the doctor asked, seeing her around the curtain.

"No. It's my partner Carl. He was attacked." Tilly explained as the doctor noticed Carl and he and Ed helped him onto a bed.


	16. Chapter 16

**A/N: I'm sorry about the lack of update over the last few days. I've just had surgery to repair a torn cartilage in my hip socket and was in hospital. But m now home recuperating and here is the next chapter:**

* * *

Monday morning arrived and by now everyone knew that there had been an altercation with some first years on the balcony. They knew Carl had been involved as he was badly bruised. The whole academy was waiting for the fall out.

"Matilda Grace, Carl Gravely and Edwin Take, report to my office, the rest of you are dismissed." Principal Dockerty announced over breakfast that morning. He did not look happy. Everyone knew he took a dim view on fighting outside the classroom.

Tilly and Carl got up from their table and she saw Ed get up from the table he shared with his second year friends. They walked silently to the principal's office. Carl and Tilly exchanged a look of sheer horror. With the events of Saturday night they had completely forgotten about the air horn.

"Edwin first." Principal Dockerty demanded as he opened the door.

There was a very loud noise which made him and Ed jump.

Principal Dockerty looked at the guilty look on Tilly's face but said nothing about it. He closed the door, took the horn off the wall and bade Ed to sit down.

Outside Tilly was getting antsy. She knew that she was in trouble.

"He can't do anything. You were trying to help me."

"I was still fighting in the corridor." Tilly said in a small voice.

Ed emerged from the office a small time later and went to his class. He didn't look at Tilly and Carl as he passed them.

"Carl please." The Principal said.

This left Tilly on her own in the corridor. Unable to sit still she got to her feet and started pacing. Her phone started ringing. She looked at it and seeing her brother's face she ignored it.

Carl emerged from the Principals office and walked straight past Tilly without looking at her.

"Tilly, come in."

Tilly walked into the office and took a seat that was starting to become very familiar to her.

"Firstly, strike one. Get to three and I pay back in kind."

"The air horn?" Tilly asked hesitantly.

"Yes Tilly, the air horn. I knew it was you because no other student is stupid enough or capable enough to get in here. Secondly, I need to talk to you about Saturday night."

"I know."

"Tilly, I already know what happened from a biased report Dan filed. I just want to hear your side."

"We were in the bar, I was dancing with Ed. I saw Carl leave. He'd left his wallet in his room and was going to get it. I saw Mike and Brad follow him. They've hated us since the survival training because we did well and they didn't, then when our ranks were posted they started trying to, I don't know, embarrass us? They volunteered me for Karaoke on Friday. They didn't realise I have a pretty good singing voice. I followed them, Ed followed me. I heard them on the balcony and I saw them trying to throw Carl over it. Two of them came at me and I defended myself. Then Brad, Mike and some other guy I don't know came at me, so I defended myself again. I went to help Carl and that's when Ed turned up with Dan." Tilly said without taking much of a breath.

"Thankyou Tilly. I appreciate your honesty"

Tilly didn't take her eyes off the floor.

"I am not holding you in anyway responsible for this. You were defending yourself and Carl from being thrown over the balcony."

Tilly looked at him, not entirely sure she had heard him right.

"So what happens now?" Tilly asked.

"You will go to your class and carry on as normal."

"What will happen to Brad and Mike? I'm worried they won't stop coming after us until they've hurt us enough to knock us off the top."

"They will be warned that if they try anything again they will be expelled. You are now excused." The Principal told her.

"How come you believe me? I mean, How do you know that Dan's version of events isn't right?"

"You are a Ward, while you have the capability to lie and do it well, you wouldn't lie about something like this. That and I have CCTV evidence that backs up your statement, not theirs." The principal told her before walking to his door and opening it.

Tilly walked out of his office and made her way to Spanish class.

* * *

"Miss Grace. I hope this isn't going to be a regular occurance?" Marisa asked her as she sidled in and sat down next to Carl.

"No Marisa. I'm sorry, I was with the Principal."

"We are looking at Verb tenses. Can you please catch up and then complete any work you miss in your own time?" Marisa asked her.

She was surprised when Tilly handed her work in at the end of the class with everyone else, she was even more surprised when her work was perfect.

* * *

"What happened in Dockerty's office? Did you get in trouble?" Carl asked Tilly as they grabbed a sandwich for their lunch.

"No. He just wanted to hear my side of it."

"This brother you told me about. He's not Mafia is he?"

Tilly laughed.

"No. Why?"

"You seem to be untouchable."

Tilly gave him a winning smile.

"What about that air horn?" Carl asked, remembering the look on the principals face.

"Strike one, I get to three, he repays the favour."

"Really?"

"I know, I know. I'm untouchable!" Tilly said taking a bite out of her sandwich.

Carl shook his head. He didn't know how Tilly was getting away with so much, but he thought it had something to do with Toby, or even Ward.

They joked their way down to the obstacle course to find Toby waiting for them.

"Wassupp T?" Tilly asked him noticing the faint hit of bruising on his cheek.

"Just waiting for your classmates. I hear you two had an eventful weekend."

"Eventful? Us?" Carl asked trying to keep a straight face, while Tilly laughed.

"Did you get into much trouble?"

"None."

"Toby, what did you do to your cheek?" Carl asked him, noticing the bruise.

"Walked into a branch." Toby admitted, looking at Tilly who shrugged.

"Advanced Combat? You weren't lying when you said you'd beaten Toby up were you?" He asked her.

"I don't lie as often as people think I do." Tilly pointed out. She was inching closer and closer to the obstacle course.

"You want to go on it don't you?" Toby asked her.

Tilly nodded her head.

"Go on then. Carl, you spot her. Time to beat is two minutes three seconds." Toby said.

He wasn't kidding when he said he wanted to push her to her breaking point.


	17. Chapter 17

The next few months passed in a blur for Tilly and Carl. They remained at the top of the class, but ranks below them were changing so rapidly it was hard to keep up. Carl had learned how to cook more than just a cake and he and Tilly had made it as far as 16 moves in their dance class. Tilly still hadn't exacted her revenge against the lecherous Anthony.

She kept tackling the assault course and had managed to get her time down to two and a half minutes. The record, held by Romanov being two minutes three seconds.

She still breezed through her language classes with ease and her physical ones were not challenging in the slightest. She longed for Saturday afternoons when Toby would hit her harder than she had ever been before, even then she was getting a reputation among the upper ranked agents and they were no longer so willing to help.

Tilly was sparring with Toby and another agent, who was apparently a level seven. The agent was using a staff to try and beat her, but Tilly stopped the blow, took hold of the staff and spun it out of his hands, striking Toby across the face as he tried to assault her from behind. Toby fell to the floor, hand to his mouth. Tilly realising she had hurt him threw the staff to one side and dropped to the floor to check on him.

"Are you ok?" Tilly asked as she tried to pull his hand away from his face.

"I'm fine." Toby gurgled. His jaw was swelling and had turned bright blue immediately.

"No you're not." Tilly argued.

"Let's call it a day." Toby said, getting to his feet.

"Fine by me" The agent said, rubbing his elbow.

"Toby."

"Tilly. I'm ok. You best get back and revise. You have exams soon."

Tilly could see that Toby wasn't moving his mouth much as he spoke.

Reluctantly she went to get Carl to study for their upcoming exams.

"What's up with you?" he asked as she found him in the library.

"I think I hurt Toby."

"You always hurt Toby."

"Yeah but this time I really, really hurt him."

"What did you do?"

"Cracked him round the face with a staff?"

Carl looked at Tilly and shook his head. He still couldn't believe that someone so innocent looking could be so dangerous.

"What you working on?" Tilly asked him, trying to take her mind off it.

"Recipes. We don't know what crazy cookie is going to make us cook in our exams."

"Want me to test you?" Tilly asked him.

She had her own revision plan that centred on creating stories to remember everything. Even with a photographic memory she sometimes confused herself and got lost in her mind.

They spent their afternoon revising everything they had learned in their cooking class before heading to the dining hall and getting some food as it had finally improved and was now edible. Once they had finished their meal they headed back to Tilly's room to work on their languages, both written and verbal.

Sunday passed in much the same manner, except that they included practising their dancing into their routine.

Monday morning dawned bright and had the first smattering of a frost covering the ground.

Tilly woke up at her usual time of 5.30 and knocked on Carl's door.

"Carl! Get your ass out of bed!" Tilly called.

Carl had been running with Tilly for the previous few weeks, his reasoning being that he would be able to eventually keep up with her.

Carl opened his door and was dressed in shorts and t-shirt looking at Tilly with bleary eyes.

"How the hell are you so perky at this time on a morning?" he asked.

"I always get up at this time so I'm used to it." Tilly told him in a flat voice, leading him down the corridor.

"Yeah, well, you're crazy." Carl told her

"And you're just figuring this out now?" Tilly asked, elbowing him in the ribs.

They made it outside, which caused them both to shiver. They immediately set off running towards the lake, Tilly pulling ahead of Carl, felt her phone ring and dug it out of her pocket to answer it.

Skye's face filled her screen. Tilly answered it.

"Hey Skye, what up?"

"I can't believe you're up this early."

"If you didn't think I'd be up why'd ya call?"

Carl caught up to Tilly and was running on the spot to stay warm. He could hear the woman on the other end of the phone.

"I want cheesecake." Carl heard the woman on the phone tell her.

"What do you expect me to do? Make one and send it to you via airwaves?"

"Can you do that?"

"NO!"

"Please Tilly?"

"I have exams next week. I'm a little busy. I'm home next month, I'll bring you one then."

"I can't wait until then. I want a Tilly's crazy concoction cheesecake." Skye pleaded.

"Even if I _could_ make one how would I get it to you?"

"I'll come and get it."

Tilly heard her Ward in the background say "like hell you will" and let out a laugh.

"Who's that?" Carl mouthed. He was curious who would be calling Tilly at this time and demanding cheesecake.

Tilly shook her head and set off walking, except she walked so fast Carl had to jog to keep up with her.

"Skye, best I can do is make one when I get home for Christmas. If I make it now I can't get it to you and it'll go bad before I do." Tilly said to her, hoping to placate her a little.

"Fine. Can I have chocolate?"

"Sure."

"And passionfruit?"

"Passionfruit? I'll give it a go."

"Please?" Skye asked, elongating the 'e'. Tilly rolled her eyes as she could imagine Skye sticking her bottom lip out at her.

"Sure. Got a b option in case it doesn't work?"

"Chocolate and Strawberry."

"I think chocolate and strawberries is the _last _thing you need right now."

"Why?"

"I'll give you three reasons. Any news on that by the way?"

"They said it's not 100% but it looks like two boys, one girl."

"Awww. Look, Skye. I'm gonna have to go. I'll make you a cheesecake when I'm home. Love you. Take care and look after yourself!" Tilly said hanging up.

"Sister?" Carl asked as Tilly put the phone back in her pocket and set off running again.

"No. Brother's wife. She's pregnant and apparently craving cheesecake." Tilly told him.

They ran the circuit back to the building. They arrived back a little later than usual as Tilly had slowed down to take the phone call so they raced to the showers before changing and heading down for breakfast.

Tilly was halfway through her breakfast when she suddenly felt very, very nauseous. She pushed her plate away from her.

"What's up? It's good." Carl asked her.

"I guess I'm not hungry." Tilly told him as her stomach gave a loud grumble.

Carl looked at her. He knew she wasn't quite telling the truth, but he also knew she wasn't lying.

Carl's concern grew as Tilly remained quiet in their Spanish class. She was usually quite chatty with Marisa, but today she only spoke when asked a direct question.

"Are you sure you're ok?" Carl asked her again during lunch when she only ate a bite before pushing it away.

"Yeah. I'm fine. I've just got a bit of a stomach ache." Tilly replied.

Principal Dockerty stood up and banged on his table for their attention.

"First Years. Please report to the Arena for your afternoon session."

Tilly looked at Carl.

"Do you think that's 'cause I hurt Toby?" she asked him, going pale.

"I'm sure Toby's fine." Carl tried to reassure her.

"Then why move our session to inside?" Tilly asked him.

"Maybe it's too cold outside to work? It was cold this morning."

"S.H.I.E.L.D wouldn't do that. Can you imagine? I'm not doing that mission, it's too cold?" Tilly asked him with an edge of sarcasm biting at her voice.

Carl stopped talking. He had got to know that Tilly used sarcasm that way when she was upset and as a defense mechanism.

They got out of their chairs and made their way to the Arena. Toby wasn't there. Instead there was someone Tilly knew, someone she had worked with before. A pretty Asian woman.

"I am Agent May. You are all late." May said as the class strolled into the Arena five minutes after Tilly and Carl.

The class looked at her in surprise.

"Get into your pairs and warm up." May demanded.

Tilly and Carl started exchanging soft blows to limber up their bodies. The rest of the class stood still.

"Did I stutter or something?" May asked Mike.

"No."

"Then what are you all still standing around for?" May asked.

There was a flourish of movement while the class got into their pairs and found a space. May walked among the pairs correcting their various techniques. She got to Tilly and Carl.

"Where's Toby?" Tilly asked.

She knew others had asked May, and May had told them he was away for S.H.I.E.L.D.

"Toby is away for the agency." May told her.

"No, he's not. I saw him at breakfast. Where is he?" Tilly pointed out, trying again, still trading blows with Carl. He raised his eyebrows. He was amused with her persistence.

"Toby has found himself in a position where he is unable to teach today."

Tilly dropped her guard and looked at May.

"I hurt him didn't I?" She asked in a low voice.

"You broke his jaw." May finally admitted.

Carl rushed at Tilly who moved to the side and tripped him. Tilly felt her stomach heave and raced to the bathroom.

* * *

"Tilly?" Carl asked hesitantly half an hour later, opening the door to the bathroom.

He wasn't supposed to be in the girl's bathroom, but he had to check on her.

He found her sat on the floor in a heap shaking.

"It's ok. I'm sure Toby will forgive you, unless you actually meant to break his jaw."

"I'm dangerous."

"Not intentionally I'm sure."

"I intended to hit him in the face with the staff. It's my training. Shoot first, ask questions when you're safe."

"What is your training?" Carl asked her for the millionth time.

"I'd tell you, but..."

"Then you'd have to kill me." Carl finished, making the corners of Tilly's mouth twitch.

"You, out." May ordered, coming into the bathroom and pointing at Carl.

Carl squeezed Tilly shoulder before leaving her and May in the bathroom.

"Not the reaction I expected from you." May admitted.

"I've been feeling off all day."

"Really?"

"Yeah. I mean I knew I'd hurt Toby on Saturday when I hit him."

"You didn't hit him with a fire extinguisher did you?" May asked, looking sideways at Tilly. It wouldn't have surprised her, after all Ward broke hers with one.

"No, training staff." Tilly said with a giggle.

"Look, if you're not feeling well you can sit out."

"I'm fine, and besides, Carl needs me." Tilly said getting to her feet.

"That's my girl." May told her proudly, leading her out of the bathroom and back to the Arena.


	18. Chapter 18

By Friday Carl was getting incredibly worried about Tilly. She hadn't eaten much and was looking deathly pale.

"I'm fine. My stomach still hurts a little, that's all" she said to him as he asked her about it over breakfast.

"Tilly. Please go to medical. This isn't normal."

"I'm fine!" Tilly said to him before heading out to their Italian class. He caught up with her easily which concerned him further.

"Tilly."

"Carl. I am fine. Please stop worrying." She said as she spun into the classroom.

They were supposed to be revising for their exams, but Carl couldn't concentrate. Tilly had been far too quiet all week. He had suspected it was what she did to Toby, but after she nearly tore his shoulder out of its socket he dismissed it.

Towards the end of the class he risked a glance to her and noticed that her eyes were unfocussed and she was still on the page she had been on ten minutes into the class.

"Si può andare, buona fortuna per gli esami la prossima settimana. _(translation: You may go, good luck in your exams next week.)_" Their teacher announced.

Tilly started packing away her things and the class followed suit. She got to the door and waited for Carl.

"You go. I have an errand to run." He said to her, waving at her to go and start lunch without him.

* * *

Carl knew what he needed to do. He hurried towards the staff accommodation block and looked at all of the doors until he found the one he wanted. He knocked, a little sharper than he intended, but he was in a rush.

Toby answered the door, wearing a pair of jogging bottoms, his jaw a strange blue, green, purple and black colour.

"Carl, what can I do for you?" he asked, surprised to see him there.

"It's Tilly. She's not been eating, she's pale and she's not concentrating. I'm worried about her." Carl rambled.

Toby nodded understanding.

"Why do you think she's acting that way?"

"She keeps telling me she has a stomach ache, but I don't believe her. I mean what sort of stomach ache lasts a week?"

"You think it's because she did this to me?" Toby asked, pointing at his face. He was aware that Carl knew about Tilly's advanced combat classes.

"I did, but then she nearly ripped my arm off and didn't have a problem with it so I figured she'd get over hurting you."

"She has. She came to see me Tuesday. Now that you mention it she didn't quite seem herself."

"Will you talk to her?"

"Sure. I'll stop by her room later." Toby promised before seeing Carl's shocked look and adding "I know her brother. He'd kill me if I tried anything."

Satisfied that someone Tilly would listen to was going to talk to her, Carl made his way to the Arena for weapons training with Agent May. His talk with Toby had used up his lunch break.

He sat there waiting for her to arrive, which she did, before she was needed as usual. May was stood by the door waiting for the rest of the class and timing them. She was fed up of them being late and had started dishing out punishments to latecomers.

The rest of the class arrived in varying degrees of tardiness. May started dishing out punishments until the room was filled with students doing press ups, pull ups and burpees.

She, Tilly and Carl were stood watching them. Well May and Tilly were, Carl was watching Tilly. She was as white as a ghost.

* * *

Tilly was looking around the room. She really didn't feel well, but she needed to get through her exams so she kept quiet. As she was looking she realised the lights were too bright and her classmates were all blurring into each other making her screw her eyes up. She could just make out someone shouting her name before everything went black.

* * *

"Tilly?" Carl shouted as he noticed her facial expression change. He ran over to his side while May, hearing his shout ran over to her other one.

"I don't feel too good." She murmured before collapsing in a heap on the floor.

The entire class turned to look, but May ordered them back to their punishment before checking on her. She checked her pulse. It was rapid and irregular.

"You see that big red button?" May asked, nodding to said button on the wall.

"Yeah." Carl asked. He was wary. Toby had told them they would be expelled if they ever pressed it.

"Go hit it."

"But..."

"NOW!" May ordered, moving Tilly into the recovery position.

She saw Carl reluctantly hit the button and knew that the medical team had been alerted to a situation in the Arena. It was the quickest way they could think of to get the team there as some serious injuries had occurred in the Arena where time to go get them could kill.

Within minutes the medical team had arrived. May told Carl to give them as much information as possible while she got the others distracted with their work. She led them to the Coluseum at the opposite side of the Arena to give Tilly some privacy and told them they had to figure out how to get to the top, knowing that none of them would manage it.

She watched as Tilly was strapped onto a trolley and wheeled to the medical suite. She watched as Carl looked hopelessly on.

Biting the bullet, May walked up to him.

"What did they say?" she asked him.

"I told them she'd been complaining of stomach ache all week and that she'd lost her appetite. They asked me if she'd thrown up at all and I told them I knew about once, but no more than that and that she wouldn't tell me if she had."

"What do they think it is?"

"They don't know. They're going to run some tests to figure it out." Carl said. He was close to tears.

"Carl, why don't you go and sit with her?" May told him, knowing he would be useless in the class.

"Ok. I will." He agreed, leaving.

May went back to the class, but was distracted by the imminent phone call she knew she had to make. A bell finally went indicating that the lesson was over. May hurried them all out of the Arena before she headed towards the medical suite to find out more information.

"Hey Doc! Any news?" May asked.

"I'm sorry, I can't discuss it with you. I can only discuss it with Principal Dockerty."

"You can also discuss it with Agent May. I assume you want to know because you want to make a certain phone call?" Principal Dockerty said, arriving in the room.

Carl was trying to overhear what was being said, but the doctor had led them both into a private room.

He suddenly saw Tilly being wheeled out of medical and down a ramp. The door to the room opened.

"What's going on?" Carl asked.

"Matilda is very sick. She's being flown to Bathesda for treatment." The principal told him, guiding him to a seat in the waiting room.

May pulled her phone out and dialled number 2 on her speed dial.

Ward answered on the third ring.

"What'd she do?" He joked.

"She collapsed earlier. They think her appendix burst, she's been flown to Bathesda as we speak."

"What? Is she ok?" he asked, his voice choked with emotion.

"She's unconscious."

She heard a muffled sound and assumed that it was Ward reacting to the news.

"Ok. Thanks for letting me know."


	19. Chapter 19

**A/N: In answer to your question e - Tilly is 21, Carl is 22 and Toby is 33 (he did attend the academy with Ward...).**

* * *

Carl arrived at Bathsda the following morning. He knew that he should be revising but he also knew he wouldn't be able to concentrate. He had gone to see Toby again Friday night to tell him what happened and had asked for written permission to go and see her. He asked for her at the front desk and they directed him to the ward where she was being kept.

He saw her lying, asleep on the bed, colour now flushing her face. He also saw a pair of boots propped up on the side of the bed, which he assumed to belong to the body he could just see the outline of in the chair.

He put his hand on the door handle to the room and took a deep breath before he was stopped by a nurse.

"I'm sorry. Immediate family only until she's awake. You are more than welcome to wait out here until then."

Carl sighed. He was disappointed. He wanted to see her, to know she was alright. Since they had started at Phys Acc he had grown quite fond of her. He looked into her room again and guessed the boots belonged to her brother, it was the only explanation.

He didn't know how long he had stood outside her room for when he noticed a very attractive redhead approaching them. She stood next to him and looked into the room at Tilly before glancing at the nurses and slipping into the room. He recognised her, but his mind was that full, he didn't know where from.

Tilly's brother must have known her because he moved his boots in a reaction to the door opening before shifting his body to look at her. He saw the redhead say something to him, bend down and kiss Tilly on the forehead, before putting a teddy on her nightstand, say something else to her brother and leave.

Just as Carl was going to call it a day and go back to the academy he saw Tilly stir. Her brother obviously saw this too as he moved as quick as Carl had seen anyone move to be by her side. He saw the man stroke her face and wet her lips with a damp sponge. He saw Tilly murmur something and the man pulled her blankets from under her arms and tucked them in around her neck before sitting on the edge of her bed and looking at her.

Carl recoiled in shock when he finally realised he was looking at Grant Ward. He was right before. They may say only immediate family but Ward was skilled enough to lie and get away with it. He must of told the nurses a lie and been able to get in. There was something going on between them. He should have seen it. Just the way he acted with her. It was so caring when he was famed for being the complete opposite.

He backed up and walked into the nurse's station. He had to get away from here. The nurse he had seen before realised he was still waiting for Tilly to wake up and told him he could go in now.

"I, I, I have to get back to school. Would you please give her these?" Carl said, handing the nurse a box of chocolates.

* * *

Ward heard the door open and took his feet off the bed. He knew hospitals didn't like it when he did that.

"How is she?" Romanov asked him approaching her bed.

"She'll be fine. She's gonna be in here for the next two weeks which could be entertaining, but they caught it in time." He told her putting his feet back on the bed.

"What was it?"

"Burst appendix. She'd apparently been ignoring the stabbing pains for a week before she collapsed."

"She is totally your sister." Romanov joked before putting a teddy on her nightstand and kissing her forehead.

"Really? I hadn't noticed."

"Tell her I stopped by when she wakes up. I need to go save the world or something."

"I will." Romanov snuck back out of the door leaving Ward to read some more of his book.

Ward lost track of time as he usually did while he was reading, but he was brought back to reality when he noticed Tilly starting to stir. He leaped from his chair and to her side. He stroked her face as she opened her eyes. He saw her lick her lips and ran over them with a damp sponge as she was still nil by mouth.

"m cold." Tilly murmured blinking her eyes a few times.

Ward took her blankets from under her arms and pulled them up to her neck before tucking them in.

"Better?" he asked softly, sitting on the edge of her bed.

"Mmmm."

"Do you need anything?" he asked her.

"No. M'ok."

"Nat sends her love."

"She was here?"

"Yeah. Couple of hours ago. Left you a teddy."

"Mmmm."

Ward realised that she was fighting the urge to go back to sleep.

"Tilly?"

"Hmm."

"Go back to sleep. I'll still be here when you wake up properly." Ward promised her, stroking her face until he heard the soft, even breathing telling him she was back to sleep. He moved back into his chair and started reading his book again, before dropping off himself.

* * *

Carl walked back into the academy on auto pilot, still trying to piece together what he'd seen.

"Carl!"

He heard someone shout his name and turned to face them, ready to tell them where to go, before realising that it was Toby.

"Did you get there?" he asked.

"Yeah. She was still out of it. They wouldn't let me see her. Immediate family only." Carl told him.

"And you didn't think to lie?" Toby asked him as if it were the most obvious thing in the world.

"No." Carl decided to bite the bullet and ask Toby if he knew anything about it. "Why would Agent Ward be in her room if it's immediate family only?" Maybe Toby had come to the same conclusion he had, he seemed to know Agent Ward.

"Ah. I had wondered with you walking in here like a zombie."

"What are you hiding from me?" Carl asked, getting slightly hysterical. He was right. They were having an affair.

"Carl, calm down."

"Why was he there?"

"Because Tilly's surname _is _Ward. Director Fury dropped it when he signed her up to the academy choosing to use her middle name instead. He thought it would be easier for her if no one knew she was the sister of two S.H.I.E.L.D legends. Not even the staff know, only the principal is aware of her status and I believe one student who she used to be in a relationship with." Toby explained in a low voice, pulling Carl to one side so they would be less likely to be overheard.

"So how do you know?" He was feeling a little bit silly, glad he hadn't mentioned his previous assumptions.

"I studied here at the same time as Ward and Romanov. The first time I saw her throw you I saw Romanov's moves. I got her to throw a knife and when she hit the bull with minimal aiming it confirmed my suspicions."

"So she was trained by two of the top agents to have come out of here?"

"That about sums it up."

"None of us stand a chance against her do we?"

"I highly doubt it."

"So on the survival weekend, Tilly already knew about the house with the tent?"

"It's more likely he tipped her off."

"And the matches?"

"I can't explain that. I mean Ward and Romanov are the only ones I know to carry matches on them, as far as I'm aware they've never been forced into using them."

"Oh God. He took her garrotte."

"I suggest you talk to her about this. It might actually do her some good for you to know. At least she can open up more to you without being afraid of letting something slip."

"No wonder she's not afraid of him. To her he's her overprotective teddy of an older brother."

Toby chuckled.

"Keep all of this to yourself. If you want I can write you another pass to go and see her tomorrow" He told Carl before heading back to his room.


	20. Chapter 20

"Hey! You're awake!" Ward said as he called on Tilly.

"Yeah. Been awake for a little while."

"Feeling better?"

"As long as you don't make me laugh."

"I'm not promising anything" Ward told her, holding his hands in the air.

"What're you doing here? Don't you have a heavily pregnant wife who's craving cheesecake to take care of?" Tilly asked him.

"I do, but she's being spoiled by Coulson. I was going to stay with her, but you needed me more."

"Skye told you she'd shoot you if you didn't come didn't she?"

"Something like that. Even I'm not stupid enough to argue with a hormonal pregnant woman."

"And then Coulson promised you he'd take care of her while you're with me."

"And doing year one exams in two weeks. Which means he's waiting on her hand and foot. He's really getting into this pops thing."

"Isn't he a little young to be a pops?"

"Maybe, but seen as though he's Skye unofficial father that's what he is to the kids."

Tilly snorted.

"What?"

"Does that make May 'Gramz'?"

"I _dare_ you to call her that to her face." Ward told her snorting with laughter.

"Contrary to popular belief I am _not_ suicidal."

"I'm still gonna tell her."

"Please don't. She'll kill me."

"Aww. You can take her."

"Not at the moment. I couldn't even take a fly right now."

"Sore?"

"I feel like someone's been playing bongos on my insides."

"Well you probably wouldn't be feeling so bad if you'd have got checked out."

"For a stomach ache? I would have been laughed out of the Academy."

"I would rather that than a phone call off May telling me you'd collapsed in her class."

"I'm sorry."

"Don't be Tilly. It could have happened anytime, anywhere and to anyone."

"I can't believe I collapsed in class."

"I'm sure you'll do other things that will cause more attention."

"Like almost dislocating Carl's shoulder?"

"That would do it!" Ward said with a laugh before screwing his face up.

"What?"

"Do you ever get the feeling that you have something important to do, but you can't for the life of you remember what it is?"

"Always. I have to scan through everything in my mind before I can recall it."

"I've had that feeling for a while. I can't for the life of me remember what it is."

"It'll come to you. Got any cards? I fancy a game of go fish!" Tilly asked him.

Ward threw the teddy Romanov bought Tilly at her before pulling a deck of cards out of his pocket.

* * *

Carl arrived at Bathesda on the Sunday. He was hoping Ward had left so he could talk to Tilly on his own. However, when he got there he saw Ward sat cross legged on her bed holding some cards. He saw Tilly pick a card off the pile, before discarding it onto another one. He saw Ward grip her wrist and pull it towards him.

"Will you _stop_ cheating!" Carl heard Ward say to her through the open door as he forced her into showing him her cards.

"Rummy" he heard her say as Ward threw his cards down before getting off the bed and stretching.

"I'm going to get a coffee. You need anything?"

"To get out of here?"

"Anything but that."

"No I'm good. Thankyou.".

Ward headed for the door and Carl ducked into the next room. He saw Ward head down the corridor and slipped into Tilly's room.

"Hey sunshine you look better." He said to her as she shuffled the cards.

"I feel it."

"Why didn't you tell me?" Carl asked.

"I needed to get through exam week." Tilly explained dealing the cards out into Solitaire.

"I meant about the other thing."

"What other thing?" Tilly asked. She was really confused.

"The part where you are the younger sister of Grant Ward and unofficially adopted sister of Natasha Romanov." Carl said to her, exasperated.

The colour drained from Tilly's face and she stopped playing with the cards.

"How do you know?" Tilly asked him a quiet voice.

"I came by yesterday. They wouldn't let me in. Immediate family only they said. I saw him in here and put two and two together. Then she arrived, gave you a teddy and then left."

"Oh."

"So why?"

"Because I couldn't risk it getting out. You've seen how people react to me now. Can you imagine what it'd be like for me if it did?"

"I can, but you should have told me. I'm your partner!" Carl shouted at her, earning a stern look from the nurses.

"I know. I was planning on telling you. I was trying to find a way. I couldn't just say 'hey, this brother I told you about by the way it's Agent Ward' could I?"

"Well now that I know I have some questions I want answering." Carl demanded.

"I understand. I'll do my best."

"The tent?"

"No idea what we'd find. He just nodded me in the right direction."

"The fish?"

"Accident that seems to be turning me into a legend."

"What he said to you before dropping you into the water."

"I tied him to a chair in the middle of his wedding." Tilly admitted.

"So he dropped you into the water?"

"No, that was for the fish. He needed to be seen to be doing something to keep his rep. I knew he was going to do it."

"You let him? It was so fast."

"It looked fast, but I'm his sister and he trained me. I could have dodged it."

"The garrotte?"

"It's his. I pinched it off him the last time I saw him. I suspect he was looking for it."

"The knife you have?"

"Mine. He keeps nicking it off me."

"What about the helicopter? I mean you both over reacted on that."

"I was there when his wife was taken. I watched the whole thing. I wasn't close enough to the freezing thing to be frozen myself but I wasn't in a position to fight."

"Skye?"

"What?"

"His wife. The woman who called you the other day. The one who's pregnant?"

"That's her. He volunteered for that weekend so he could tell me. That's the other business in the area he had to take care of." Tilly explained.

"What happened when he went after you?" Carl asked. He could still see Ward's face as he was sat by the fire.

He saw Tilly hesitate. It was clear that she still didn't want to talk about it.

"Tilly. What did he do to you?"

"He didn't do anything to me. Just allowed me to vent."

"And cry."

"Yes. And cry."

"Over a rabbit?"

"Before my parents died and Grant managed to send me to the UK to live with my grandparents my oldest brother Christian used to abuse me. Grant couldn't do anything about it but watch as Chris sneaked into my room before Grant sneaked in after Chris left to hold me as I cried myself to sleep on his shoulder. The one time Grant did something to protect me he was shipped to military school."

"But how does that link in with the rabbit?"

"Chris forced me into watching him skin something and then threatened to do the same to me if I told anyone."

"Which is what you told Agent Ward when he went after you?"

Tilly nodded. Carl really felt for her and understood why it was so difficult for her to skin anything.

"Is that why he taught you to defend yourself?"

"No. He and Nat were doing dangerous and crazy stuff. They were afraid someone would come after me to force their hands, so they trained me to be able to get away."

"The tac team? Shoot first ask questions when you're safe?"

"They did something crazy and dangerous and someone finally came after me. Apparently my brother laughed when he watched it on the video feed."

"I did. You should have seen the look on the idiots face when you started taking out his men." Ward said from the doorway making Carl jump.

He had been that focussed on Tilly and having his questions answered that he had forgotten Ward had only gone for coffee. He was even more surprised when Ward handed him one.

"You don't think I'd have got to where I am if I hadn't noticed you do you?" Ward asked.

He gave Tilly a carton of orange juice and his phone rang.

"Coulson. Yeah, she's fine. Driving the nursing staff nuts."

Tilly and Carl could hear a garble on the other end.

"Controlled her vital statistics to a degree it set the machines off. The nurses came running in and had a heart attack when Tilly said she was hungry." Ward told him while Tilly gave Carl a weak smile as he stared at her.

They could hear more garbling.

"I will tell her. Yes she definatley is my sister, you're a little late on that one. Nat beat you to it yesterday."

More garble.

"SHE DID WHAT?" Ward shouted down the phone.

Clearly Coulson had told him that Skye had done something she shouldn't have been doing.

Ward hung up the phone.

"Sorry sis. Got to go."

"Skye driving Coulson crazy?"

"Rookies. Who the hell needs em?" Ward said, kissing Tilly on the forehead and heading for the door.

"Wait. Before you disappear, how did Sue and Rob take the news?" Tilly asked.

Ward's face dropped.

Tilly looked at him and laughed.

"You haven't told them have you?" Tilly asked him, slightly shocked.

"I did tell you I was forgetting something important." Ward said, mentally kicking himself for forgetting to call them.

"Who are Sue and Rob?"

"Our neighbours. Since Gramz and Pops passed they've kind of adopted our crazy little family. Of course they thought Grant and Nat were both international bankers."

"And what did he forget to tell them?" Carl asked.

Now he knew Tilly's biggest secret it was easier getting her to talk.

"Oh, just Skye's pregnant and that they're expecting triplets." Tilly told him with a giggle.

"Triplets? No wonder he wanted to tell you in person." Carl said.

"He told me the first night we were out. We were sat by the fire and I told him he better not be checking up on me. I nearly woke the entire camp up by screaming when he told me!"

"This ex he threatened. It wouldn't be the only other student at Phys Acc who knows he's your brother would it?"

"Yeah. When I was there last year he hurled abuse at me. I broke his nose and Grant told him if he ever looked at me again then a broken nose would be the least of his problems."

"He clearly adores you."

"We may have had a large family, but in it we only ever really had each other, till he met Nat at the Academy." Tilly told him smiling at him.

"I still can't imagine him being the softy you told me about."

"Just wait. He's gonna have a daughter before long. Then you'll see a pro in action!" Tilly told him smiling.

"What?"

"You think he's being a softy that adores me and will do anything for me? Just wait till the first time she asks him to do something like dress in a tutu." Tilly said snickering. Carl laughed at the thought.

"So Coulson is who?" Carl probed. He wanted more answers before he left.

"Grant, Skye and Agent May's team leader."

"Wait, you know Agent May?"

"Yeah. I beat her over the summer sparring when I joined them 'coz they needed a theoretical physicist to help with a case, but that was to distract Coulson's interns so Grant could lace their bunks with itching powder."

"You helped them on a mission?"

"I was point with Grant when we got Skye back. Then I knocked a couple of guys out and chased them both as they fell down the stairs."

"Wow. So Ward knew that newt was you?"

"Yeah. It's something he's done himself to one of his team mates."

"Is that why Dockerty didn't tell you off over the airhorn?"

"Pranking is in my DNA. As long as I don't blow his car up in his office I'll be fine."

"So Skye, Ward's wife, is part of their team?"

"You remember the story that his rookie calls him a robot?"

"Yeah?" Carl replied, not realising where this was going.

"Skye is Grant's rookie. How do you think she gets away with calling him that? They kinda fell for each other and got married over the summer."

"I thought that relationships between Agents was discouraged?"

"It is, but Director Fury turns a blind eye when it comes to that team and Nat."

"Wow. This is taking some processing."

"I bet it is. Still think you lucked out getting me as a partner?"

"Yeah. Some things are starting to fall into place now."

"Like what?"

"Room 204. Now I understand why you're in there when it's been vacant 20 years."

"And why Dockerty didn't chew us out after the Chinese food."

"And why you got away with beating Mike and Brad up."

"I did say I was untouchable."

"You did. So when you did your ankle, what did Toby say to you to make you sit out?"

"Well as I'm sure you're aware, Toby knows who I am." Tilly said. Carl looked at her, slightly shocked. "Don't look at me like that. I know he told you my surname. Anyway, he threatened to report me if I didn't sit out. I thought he meant Director Fury when he said higher than the principal, but he actually meant Grant."

"He threatened to tell your brother if you didn't sit out?"

Tilly nodded, she was starting to get a little restless so she started playing with the cards again.

Carl laughed.

"What?" she asked

"I went to Toby Friday. I needed to get someone to talk to you 'coz it was clear you weren't 100%. He said he'd swing by your room. It shocked me. We all know the rules with staff and students. He told me it was ok. He knew your brother and if he tried anything he would kill him. It makes sense now." Carl explained.

"I thought you might have done. Everyone seems to think we're having it off."

"Only because they've noticed you two spending time together outside of the classroom and you warmed to him almost immediatley when you insult most of the rest of the faculty. Hey, you've not touched your chocolates!"

"Oh! They're from you! The nurse told me a man dropped them off. No name, just give them to me when I wake up."

"You haven't touched them."

"Remember me telling you chocolate cake didn't agree with me? I'm allergic to chocolate."

"Oh. I'm sure the nursing staff will eat them."

"I'm sure they will."


	21. Chapter 21

Two weeks later Tilly arrived back at Phys Acc. She had been forced to spend a week in the hospital and she had been allowed to stay with Ward and the team (minus May who was still teaching at Phys Acc for Toby) provided that she didn't exert herself and took it easy.

It was Sunday night and she strolled through the Atrium wondering where everyone was. A glance at her watch showed her it was dinner time. She slowly trudged the familiar path to the dining hall and went in. The second she walked through the door the noise levels dropped. Tilly could feel the eyes burning into her skin. She thought Carl had let something slip, but then she heard a second year whisper

"That's the one who collapsed during her class. I heard she'd worked herself up so much over them she made herself ill."

Tilly immediately felt relief. Everyone was staring at her because she collapsed, not because they had found out her surname. She spotted Carl and made a beeline for him.

"Hey! You're back."

"Yeah. I'm not to work out at all for the next four weeks, but I'm back."

"What about exams?"

"I guess I'll find out tomorrow."

"Want some dinner?"

"No thanks."

Carl looked at her, non pleasant thoughts running through his head.

"I was forced to eat something before I left the family." Tilly told him, noticing the look on his face.

Carl breathed a sigh of relief.

"How's your sister-in-law?"

"Huge!"

"Really?"

"Yeah. He keeps teasing her and calling her a beached whale. God knows what he's gonna call her when she gets bigger!"

"She's going to get bigger?"

"She's only 23 weeks. She has at least another 10 to 11 weeks to go!"

"You make her that cheesecake?"

"Yeah. You should have seen her face. It was like watching a small child on Christmas morning!"

"Where are they staying?"

"They've rented some sort of lodge in the middle of nowhere that will actually hold all of us."

The principal stood up and the room was very quickly quiet.

"I would like to see Matilda Grace and Carl Gravely in my office please." He said.

Tilly and Carl looked at each other. They knew that they were about to find out what was going to happen with their exams.

They stood up and walked the all too familiar path to Principal Dockerty's office where they knocked once and sat outside waiting.

"Come in." He said to them, getting to his office after they had.

Carl and Tilly went into his office and sat down.

"I am going to excuse both of you from your midyear exams. You both have good progress reports and as the exams don't count towards your scores. They only serve as an indicator on how well you are doing to see where you need to improve." The principal told them.

"Tilly I get, I mean she's not allowed to do any practical's for the next four weeks, but why me?" Carl asked.

"You have been without your partner for two weeks, you have been worried about her health, and needless to say your mind has been elsewhere. I do expect both of you to attend your exams and complete work assigned to you by your teachers. Do you understand?"

"Yes, Sir." Tilly and Carl said together.

"You may go."

Carl and Tilly raced from his office before he changed his mind.

"No exams?" Carl asked as they headed back to their rooms.

"I know. Means I can torment my brother."

Carl gave her a very quizzical look.

"He's assessing the practicals. I think Director Fury is trying to keep him occupied while the 'bus is grounded."

"Bus? Grounded?"

"Coulson and his team of misfits work out of an airbus plane, flying around the world to where ever they're needed. With Skye being, well you know, Coulson has grounded the entire team so he can help out."

"Wow. They live on a plane?"

"Uh-huh!"

"That is awesome!" Carl said as they reached their doors.

Tilly paused before opening her door.

"What?" Carl asked her.

"I wonder what treat Oleg's gonna have in store for us. He's going to be furious that we aren't being examined."

"Why did you have to say that? I'm not going to sleep now."

"You aren't? It's not you he hates!"

* * *

Tilly went down to breakfast the following morning amid more whispers. She would have to do something to get them talking about something different.

"Hey!" Carl said as he took the seat next to her.

"Hey. You go for a run this morning?"

"Yeah. Nowhere as near as far as when I'm with you, but I still made it!"

"You might be able to keep up with me when I can run again." Tilly jested.

"You going to eat that?" Carl asked looking at the toast on the side of Tilly's plate.

"No. You eat it. I'm still trying to get used to eating full meals again, not to mention human food!"

Carl grabbed the toast off the plate.

"I'm still moving kinda slow, let's go to Spanish." Tilly said getting up from their table. Carl followed eating the toast.

They arrived at Spanish and greeted Marisa.

"Hey Marisa!" Tilly called.

"Matilda, nice to see you back looking healthy."

"It's good to be back Marisa."

"So you two are excused from the exam. What should I give you to work on?" Marisa pondered.

"Actually, I'd like to give the exam a go." Tilly told her while Carl spluttered behind her.

"Are you sure?"

"I speak fluent Spanish." Tilly reminded her.

"If you both sit the exam, I will mark them and let you know, but I won't file it with Principal Dockerty." Marisa told them.

"Why did you do that?" Carl asked Tilly as they sat down.

"It'd be more interesting than working. It means we can see where we're at. You heard Dockerty, the results don't mean anything."

"So you willingly take an exam?"

"Only for the teachers who like me." Tilly told him with a smile.

"Ohhhh! I get you. You get on with Marisa so you'll allow her to know where you are in her class, but Oleg, being an ass gets to suffer in silence."

"Exactly."

"Whatever. I still think you're insane. Who would voluntarily take an exam?"

"Me clearly!" Tilly jibed as the rest of the class filed ready for their test.

"This test will last a maximum of two hours, you will answer all questions as fully as you can. There will be silence. If I catch you looking at another person's paper or trying to communicate with another person it's an automatic failure. When you have completed the paper you may leave the room and relax before your practical exam this afternoon." Marisa explained to the class handing out the test papers.

"You have two hours. Go." Marissa said.

Tilly flew through the paper within the hour and got up to hand it to Marisa. Marisa scribbled a note for her to hang around and she would mark it.

Tilly retook her seat and pulled her book out of her bag. She sat reading and before long Carl got up and handed his paper in too. Obviously Marisa had given him the same message because he retook his seat too and he and Tilly started playing a quick game of 'squares'.

To neither of their surprise, Tilly won. They set out a bigger board.

"You have half an hour left." Marisa announced.

There was clearly a panic from some students and they all started scribbling frantically.

Tilly and Carl returned to their game.

They played and Tilly had just placed the last line and started counting up the scores when Marisa announced that they should all put their pens down.

The class all left around Tilly and Carl and when they were alone in the classroom with Marisa they helped her collect their classmates papers.

"I bet your both dying to find out how you did." Marisa said to them.

"Not dying to find out, more of a curiosity." Tilly said.

"I'm dying to find out how badly I failed." Carl said.

"You both passed. Tilly, unsurprisingly, you got 100%. Carl, you did well. You got 89%."

"I got what?" Carl asked.

"You got 89%. You did well considering."

"What was the pass mark?" Tilly asked.

"75%"

Tilly took the stack of papers off Carl and handed them to Marisa. Carl skipped out of the classroom.

"I take it you're happy?" Tilly asked.

"I'm over the moon. I passed Spanish."

"I told you it would be fun!" Tilly told him taking their places at their table.

"That wasn't fun. That was horrifying. I'm just glad Marisa told us there and then."

* * *

That afternoon they were due out to the assault course. The exam was to get as far as possible on it before falling off. May and Ward were already there waiting for them.

"Whatup Gramz!" Tilly said to May, causing Ward to laugh uncontrollably and Carl to stare at Tilly curiously.

"What the hell did you just call me?" May demanded, looking from Tilly to Ward and back again.

"I think she called you Gramz." Carl said, trying to both help and prod the bear, knowing no reaction would be directed to him.

"Yeah. As in _Grandma_." Ward told her, still snorting with laughter.

The look on May's face was comical, although Ward could see her clenching her fists and releasing them over and over again.

"I don't know who I want to strangle more, you or her!" May said to Ward, trying to push him over, but Ward, expecting some sort or retaliation held firm and steady.

"What did I do? Tilly called you it!" Ward protested.

"No, but _you_ put her up to it!"

"Would I?"

"YES!" May and Tilly said together.

Carl was laughing. He had heard that Ward had no sense of humour and what little people managed to extract from him was dangerous. Clearly this was not the case as he was now using Tilly to prop himself up from laughing so hard. Suddenly he let Tilly go and straightened up, laughter dying. He saw May also straighten her face and looked up the hill. The rest of his class were coming down it for their exam.

Ward went to sit on the benches so he could get a better view. May told Tilly and Carl to go and join him.

"You are going to have a go on the assault course. You will get as far as you can. You fall off the exam ends. I will call your name and you will start. When you come off, come and see me and then you can go." May told them jotting something down on her clipboard.

* * *

Tilly sat on one side of Ward and Carl sat on the other.

"So did you tell Sue and Rob yet?" Tilly asked.

"No. Not yet. I'm still trying to work out what to say to them."

"This is how I think it's gonna go: Hey Sue, coz you know Sue always answers the phone, err, is Rob there? He is. Can you err, put me on loudspeaker?" Tilly said in an American accent to mimic Ward, before dropping it and putting on a low gruff voice to mimic Rob.

"Hey Grant. What's up? How's married life?"

Tilly swapped back to the low American voice.

"It's err, great, err, I'm calling, err to tell you something." Tilly said before changing her voice again.

"What's wrong dear?" Tilly said in an impression of Sue.

"Err, I kind of forgot to call you, err, I mean, err, I know I needed to, I just thought I'd already done it." Tilly said going back to her Ward voice.

The top of his ears were starting to burn red. Carl was sat laughing.

"Will you just spit it out?" Tilly said using her Sue voice.

"Well, erm. Skye, well, she's kinda 23 weeks pregnant." Tilly said reverting back to her Ward voice.

"That's great news!" Tilly said in Rob's voice.

"She's what?" She shrieked using Sue's voice.

"Yeah. Err, like I said, I meant to call you, err, then I thought I had." She said in Ward's voice.

Carl was now laughing so uncontrollably he was in danger of falling off the bench.

"So are you coming home for Christmas?" Tilly asked in Sue's voice.

"No, we err, I mean Skye can't fly any longer." Tilly said in Ward's voice.

"She's only 23 weeks, she can come back for a fortnight." She said in Sue's voice.

"Well, it's a little err, complicated. We're having triplets. So she can't fly."

"Triplets? You're going to have your hands full aren't you?" Tilly said in Rob's voice, adding a haughty laugh.

The blush was spreading from the top of Ward's ears into his face.

"Yeah! _VERY_ funny." Ward said to her, extracting himself from between them and walking over to May.

"Swap?" He asked.

"Why?"

She looked at Tilly and Carl and saw them laughing so hard that they could barely breathe.

"They've been ribbing you haven't they?"

"What makes you say that?"

"Because I know you, and her."

* * *

"That was awesome! I never knew anyone could get under his skin like that!" Carl laughed, wiping a tear from his eye.

"I am the one true master!" Tilly told him, trying to stop laughing as her stomach was starting to hurt.


	22. Chapter 22

Tilly groaned as she rolled onto her side, her surgical wounds still protesting from the laughing fit the previous day. She heard Carl get up and get ready for his run and she wished she could join him. Instead she pulled her dressing gown over her pyjamas and waltzed over to her desk.

She turned her desk light on as it was still dark outside and she rubbed the sleep out of her eyes. Pulling her communication device plans towards her she copied some notes onto a piece of paper before pulling one of her books off the shelf. Tilly spent the next hour working on the plan before heading out of the door to get a shower.

There was already someone in the shower room. Tilly recognised her through sight, but didn't know what her name was.

"Hey! You're Tilly right?" The girl asked her.

"Yeah." Tilly said. She was starting to feel a little uncomfortable to be approached this way.

"I'm Esther, but my friends all call me Effie."

Tilly walked into one of the cubicles and turned the shower on.

"So anyway, I heard you sing a while ago. You were pretty good." Effie called over the water.

"Gee. Thanks." Tilly called back.

"I heard you collapsed during training?"

"I did."

"Had you stopped eating? I mean there's rumours going around you'd made yourself ill." Effie continued to talk to Tilly, oblivious to the fact Tilly was in the shower.

"My appendix burst."

"Ouch. Did you really hit Agent Ward in the face with a fish?"

"No, it slipped out of my hands and hit him."

"So you did?" Effie asked with a giggle.

"Not intentionally."

"My year have never trained with him, is he as fine as people say he is?"

Tilly stuck her head out of the cubicle to look at her.

"I didn't really pay much attention. If you're not going to let me shower in peace would you please hand me that towel?" Tilly said.

"You've not checked Agent Ward out? Cards on the table here. Are you gay?"

"I'm not gay, it's just Agent Ward doesn't do it for me."

"So what does it for you?"

"Effie, I'm starkers. Can we talk about this some other time?"

Tilly screamed as the shower curtain was pulled back and Effie was stood looking at her.

"Fine, you want to know what does it for me. I do like tall dark haired muscley men that can do me some damage, but I also like men who don't take my legs out from under me and make me land in a stream." Tilly snapped, pulling the shower curtain across her body to cover herself.

"So you _do_ like men?"

"YES! Now will you leave me alone to shower?"

"What's going on with you and your partner?"

"Nothing. We're just friends. Now GO!" Tilly said, holding the curtain to her with one hand and pointing to the door with the other.

Tilly watched as Effie walked out of the shower room and started shaking her head before putting her head under the torrent of water.

* * *

"You're being quiet." Carl pointed out to her over breakfast.

"Mmmm. Something weird happened to me earlier."

"Like what?"

"There was a girl in the shower asking me if I was gay because I don't fancy Grant." Tilly told him, lowering her voice.

"I can understand that train of thought." Carl told her.

Tilly gave him a small punch to his shoulder. It wasn't very hard, but still hard enough to make him rub it.

"Tilly, I'm not a girl and I am straight, _but_ I can tell you need to hear this in 'girl talk' terms. Grant Ward is a fine specimen of a man. Girls want to have him and guys want to be him. Without knowing the truth, they are going to question your sexuality if you don't start lying about having a thing for him."

"I need to lie about fancying my own _brother_?" Tilly whispered.

"Or expect questions about your sexuality."

"Great. That's all I need."

* * *

"Welcome to your German Examination. It will last exactly two hours and you will answer all questions as fully as possible. Once you have completed it you may leave."

Tilly pulled the notes she had made towards her and started pouring over them. She was eager to have the bracelet completed by Christmas. Carl was sat next to her, pretending to read, but Tilly quickly realised that he was watching her.

"What?" she mouthed to him as they were still in an examination room.

Carl just shook his head and went back to his book.

Tilly started flicking through a textbook she had brought with her trying to work out why she couldn't get the plan for the bracelet to work, not to mention the actual bracelet.

"You have half an hour left." The teacher suddenly announced.

Carl saw Tilly look up in horror. He was intrigued. He had never seen Tilly struggle with something before, let alone look panicked over anything. He watched as she placed the piece of paper in her book and close it. He could tell she was frustrated and wanted to slam the book shut, but refrained because of the exam conditions.

"Time's up! Please leave your examinations on the desk and make your way out of the room. I must remind you that you are not permitted to talk until you are outside."

Tilly picked her textbook up off the table and joined the stream of people heading for the door. Carl followed her.

"So why were you watching me?" Tilly asked him as they made their way for lunch.

"I was fascinated. I've never seen you actually have to think about anything before."

"Wow. Way to compliment a girl."

* * *

After lunch Tilly and Carl made their way over to the Arena for the afternoon exam.

They entered the huge room to find benched had been set out for the class to sit on and there were three tables with basic lie detectors on them and a glass jar with paper in them. There was also a desk that had two chairs round it and a few bottles of water on it. There was also a rack of robes.

"This is a little creepy." Tilly said.

"Creepy? How else are we supposed to examine how much you idiots have learned?" Toby said behind her, making Carl jump a mile.

"Toby! You're back! How's your jaw?" She asked him giving him a hug.

"Still broken, but I'm healing."

"Me too!" Tilly exclaimed.

"Right, you two are going to be over there." Ward said, pointing to the water desk.

"Doing what?" Carl asked.

"Reading, jigsaw puzzles, playing snap."

"Alright." Tilly agreed walking over to the desk and setting her book down on it.

Ward watched her go with a creased brow.

"That was too easy. What's she up to?" He asked Carl.

"I don't know if she's actually up to anything, but she's stuck with this plan for some sort of bracelet." Carl explained.

"That explains the book and pen in her hair, but not why she's so quiet. What happened last night?"

"Nothing happened last night. Something did this morning. A girl cornered her in the showers and asked if she's gay because she doesn't fancy you." Carl said, recalling their conversation from breakfast.

"That explains it."

"Is there a way to help her?" Carl asked him.

"Let me see what I can do." Ward promised as the rest of the class filed in.

"Everyone take a seat" Toby shouted as Carl went to join Tilly and Ward went to join May by one of the machines.

"Toby, you're back!" One of the students called.

"Only for today. I will be back on staff after Christmas. Agent May is more than capable. So this is how this exam is going to work. You will all strip down to your underwear, there are robes on the rail over there to keep you warm. When your name is called you will come and sit at one of the three tables and we will attach you to one of the machines. We will ask you a series of questions. We will expect you to lie on at least three of them, and believe me, we _will_ know. You will know immediately if you have passed or failed. If you fail you will hear this sound." Toby explained.

A loud buzzer filled the room. While Toby was talking Ward had removed his shirt and May had hooked him up to the lie detector. When Toby had indicated the fail mark Ward had controlled his vital statistics to set off the lie detector.

"What did he lie about?" Sarah asked Toby, unable to take her eyes off a shirtless Ward.

"He didn't. Agent Ward is that talented a liar, he and Agent Romanov are tasked with testing Director Fury's new lie detectors. Needless to say, he hasn't designed one that Ward has been caught out on."

"How do they know when Agent Ward's lying though."

"Testing new machines, he and Romanov lie about the little things. Hair colour, eye colour, country of birth, family. Things that they know about each other so they know when the other is lying." Toby told them.

Usually he wouldn't give a class an explanation, but he needed time to allow May to disconnect Ward from the machine and for Ward to put his shirt back on.

"I thought Agent Romanov had beaten every lie detector going?" Brad asked.

"She has, but I know how to get under her skin." Ward said, as he and May joined Toby.

The first year class looked worried. If Ward could get under Romanov's skin enough to fail a lie detector, then they didn't stand a chance.

"If you would all please change your clothing and retake your seats. When you are done you may get dressed, but you aren't allowed to leave the hall." Toby said to them.

Once the students were changed and sat back on the benches Ward, May and Toby pulled a slip of paper out of the jars on their benches and three names were called out. They walked up to the tables and were connected to the lie detectors.

May, Ward and Toby all had a list of set questions based on the files of the students.

Carl watched as student after student was called forward to the tests. He saw some of them were so nervous that they set the buzzer off before they even opened their mouths. When this happened they were disconnected and the next person was called while they regained their composure.

"Brad Wilkins." Ward called.

Carl hit Tilly on the leg. She had been that engrossed in her work that she wasn't paying much attention. She looked up when Carl hit her, he nodded to Ward's station.

She saw a petrified looking Brad walking over to him.

She saw Ward connect Brad up to the machine and bade him to sit down.

"Hair colour?"

"Blonde."

"Eye colour?"

"Brown." Ward could see this was a lie, his eyes were blue. He made a note of the response on a clipboard.

"Name?"

"Bradley Steven Wilkins"

"Date of Birth?"

"27th September 1991"

"That makes you 24?"

"Yes" Ward knew this was a lie. He was actually only 23.

"Were you and a couple of other students responsible for assaulting a fellow student and trying to throw them over the balcony?"

The buzzer went off before Brad could even open his mouth.

Ward made a note and proceeded to disconnect Brad from the machine.

Slowly the number of robe clad students dwindled and the number of fully dressed students increased until the last three students were being tested.

Three buzzers went off simultaneously.

Toby stood up and approached the first years.

"You are all now excused. You may go."

Tilly closed her text book and got up from the table in time to see Brad walk up to Ward.

"How did you know I was part of that?" He asked him.

"Same way I know you're from Illinois, but you were born in Texas in a small town near the Mexico border."

Brad looked at him in shock.

"I read your file." Ward told him.

"You read my file?"

"How else do you expect us to test you?" Toby asked, overhearing their conversation.

Tilly saw Brad stalk from the room.

Tilly saw Ward flash a little piece of paper in his hand so she walked up to him and Toby and started talking to Toby. She felt a gentle tug on her pocket and knew Ward had put the note in there.

She headed out after the rest of the class and went for dinner. On the way she ducked into a convenient alcove and took the note out.

'_Tell people you're seeing someone, be ready for a dinner date Friday. Meet in the Atrium at 7_.' It said.


	23. Chapter 23

Tilly arrived at her cooking class. They had three hours to cook a three course dinner. As Tilly and Carl were excused their teacher, Dianne, asked them what they would like to do.

"I'm going home for Christmas so I'd like to make a traditional British Christmas cake." Tilly suggested.

"You think you can make it in the class?"

"I may have to skip lunch to take it out of the oven, but yeah!"

"Do it. I would like to see the process."

Tilly dragged Carl to gather their ingredients. She pulled what she'd need out of the cupboards and put them in his arms to carry as she still had to be careful carrying weight.

"I still can't believe you got away with that." Carl said, shaking his head and following Tilly back to their workspace.

"With what?" Tilly asked as she searched her phone for the recipe she would need.

"What you did to Oleg."

"Oh yeah. I've just had enough of him."

"If anyone else had done that they would have been expelled."

"I'm untouchable remember!" Tilly smiled at him while digging the equipment they would need out.

The previous day in their Russian exam Oleg had demanded Tilly and Carl sit the exam regardless of what Principal Dockerty had said. Tilly complied and completed the exam. She finished her exam well within the allotted time, picked her exam off the table and took it to hand to Oleg. Just as he made to take it off her she tore it into tiny pieces and threw them all over him before stalking out of the door.

She was called to the Principal's office over lunch and Oleg had been walking around like he had a smacked bottom since, while Tilly had appeared to get away with it.

"So you need to cream the butter and sugar like we did with the lemon cake." Tilly instructed Carl.

She wanted to do it herself, but she knew she would struggle when the mixture became thicker.

When Carl had creamed them to Tilly's satisfaction she instructed him to mix while she added the flour and egg mixture. She wanted to feel like she was doing something.

Tilly slowly added all of the ingredients while Carl stirred the cake mixture. She showed him how to pour the mix into the tin and between them they cleaned their workstation.

"How long does this take to cook?" Carl asked her.

"About three hours."

"Tilly, we only have two left!"

"I did say I'd have to stay over lunch." Tilly told him, before pulling her notes on the communications bracelet out of her bag.

Carl watched as she, once again got lost inside the science book she had been using as a reference.

He pulled a book that he'd been reading out of his bag and started reading it, noticing as he did the smells coming from their oven.

Tilly was that engrossed in her plan that she didn't hear Dianne finish the exam and dismiss them. Nor did she notice Carl leave the room and go for lunch. She only looked up when Carl returned with a tray of food for her and the ding of their timer indicating that their cake was done.

"You're going to make yourself ill if you don't eat." Carl warned her.

"Sorry Carl, I was just trying to work out this equation. It's driving me nuts."

"Eat, take a break. Leave it for a few days."

"You're right. I need to relax. Maybe then it'll come to me." Tilly admitted, grabbing the cake tin and tipping it out on the wire rack. Dianne had promised to put it away and store it for them.

"I know just the thing." Carl said offering her his hand.

Tilly took it and allowed Carl to take her to the arena. He pulled her to one of the benches running around the side of the hall. They saw Anthony arrive and dance with himself in front of the mirror for a few minutes before the rest of the class arrived.

Tilly and Carl got off their bench and joined the rest of the class in the centre of the room.

"You will take it in turns to show me your dance moves. I will evaluate you and pass the results onto the principal." Anthony announced.

Tilly and Carl made their way back over to their bench and watched as Anthony called couples forward pair by pair. They saw Ward and May enter the room and watch from the balcony. She could see them chatting to each other and shaking their heads at intervals.

Switching her gaze back to her classmates Tilly saw a guy she thought was called Quentin drop Sarah during a dip.

She glanced back to Ward and May and saw them write something down on their clipboard. Looking back at Quentin and Sarah Tilly caught sight of Anthony. He was staring at her and he was licking his lips.

"I need to get out of here." Tilly said to Carl in a low voice.

"Why?"

"I've had enough of Anthony. He makes me feel sick. He's always staring at me and trying to touch me. I just want to break his fingers before going to get a shower and scrubbing him off my skin," Tilly explained.

"Maybe we should stay and watch. We might find something to use against him." Carl suggested.

"You mean like how he paces in the same patterns around the room and if you get into one of these channels he turns into a psychopath? Or like how he keeps trying to teach us the moves by guiding us, from behind me?" Tilly asked. She had memorised Anthony's moves so she could avoid him during the class.

"That could work in our favour."

"What do you want to do? Grease his path?" Tilly suggested sarcastically.

"Now that's an idea. But when?" Carl told her, smile growing on his face.

"Week before Christmas?" Tilly suggested suppressing a shudder as she caught Anthony looking at her again.

"Sooner if he keeps looking at you like that."

"Maybe. I can't wait for this week to be over." Tilly said. She still had her brother's crazy plan to get through. She didn't even know who her pretend boyfriend was supposed to be.

"Still getting accosted in the shower?" Carl asked her.

"Yeah. It's getting worse. There were seven girls in there this morning."

"What did you do?"

"Looked around the door so they wouldn't see me and went and showered at Toby's." Tilly admitted.

"I bet that went down well."

"I know. I feel kind of guilty that if I'm caught I could get him fired, but I can't shower with the gaggle of people following me."

"I'm sure he wouldn't get fired for helping you, you're untouchable remember."

"Yeah, but he isn't."

Tilly and Carl's conversation was halted by another pair of dancers going wrong. This time the girl tripped over the boy's feet and sent them both sprawling across the floor.

* * *

Tilly made it through her final two 'exams' on Friday with no incident, although she did spend the three hours of their weapons training exam trying to find out what Ward had planned for that night.

The bell went and Ward almost ran out of the room. Tilly set off back to her room. If she was supposed to be meeting her 'boyfriend' for dinner she supposed she better look the part.

Tilly showered quickly when she realised the shower room was empty and headed back to her room. She was just about to rub her favourite moisturiser into her skin when she heard a knock on the door.

"Carl?" Tilly said as she opened it.

"Tilly. Where were you? I was waiting for you for dinner." Carl said to her, concern showing on his face.

"Crap. I forgot to tell you. I'm going out for dinner. I'm getting picked up at 7."

"Who by?"

"My, erm, boyfriend." Tilly told him, unable to look him in the eye as she did.

Carl looked at her aghast. He couldn't believe that Tilly would keep something like a boyfriend from him when he knew so much more damaging information about her. He saw her open her mouth to continue, but he realised he didn't want to hear it. He got up and stormed into his own room, slamming his door shut in the process.

Tilly looked at the clock. It was 6.30. She quickly dressed and put her shoes on before making her way down to the Atrium. She still didn't know who she was expecting and she had hoped Carl would understand.

She walked through the door into the grand, cavernous hall bang on seven. She noticed a group of girls hanging around the door that led down to the bar. Effie was one of them. Tilly could see that they were talking and pointing about something. She turned around to see if her 'date' had turned up yet.

He had.

It was someone she least expected. She could feel herself relaxing. Of course her brother wouldn't let her down.

Smiling at herself she walked over to the man waiting for her. When she got there she threw her arms around his neck and gave him the biggest hug she could muster, which he returned before kissing her on the cheek, taking her hand and leading her out of the door, making sure the group of girls watching him saw every move.

He led Tilly to a car and opened the door for her to get in. She did, being careful not to flash her underwear to the crowd now watching from the window. Her date shut the door and walked around to the drivers' side and got in.

"So where am I taking you for dinner?" Fitz asked her.


	24. Chapter 24

"So how come you were roped into this?" Tilly asked Fitz as they ate their dinner.

"Well, I heard Ward on the phone to Fury, trying to find you a date that would pretend to be your boyfriend to rescue your reputation."

"And what did Fury say?"

"He said you Ward's were the biggest pains in his ass imaginable and that if Ward really wanted to do this then he would have to find an idiot himself."

"So he asked you?"

"No I volunteered. He'd told me you were struggling with a plan for a communications bracelet the day before, so I said I'd pretend to be your boyfriend and I could help you out with the plan at the same time." Fitz explained.

"How did Simmons take it?"

"Fairly well actually. She told me it was a brilliant idea."

"Well, thank you. This means a lot to me."

"Since I am doing this for you, you can explain to me why not having a boyfriend is ruining your rep?"

"My sexuality was being brought into question because I don't have a thing for Grant."

Fitz started laughing.

"Seriously? They never thought he wasn't your type?" Fitz asked her.

"I did tell them that, and that's when they asked me outright if I was gay."

"Well in that case I am at your service. Tell me more about this bracelet."

* * *

Fitz drove Tilly back to Phys Acc after dinner. He pulled up outside and got out. Walking around to Tilly's side of the car he opened the door, held his hand out to help her out of the car and linked her arm in his while she escorted him back to her room to show him the device plans.

Tilly reached her door and was about to put her keys in it when she heard Carl's door open. Looking up she saw him look at her and Fitz, his eyes cold and hurt.

"Carl." Tilly tried to explain again, but he went back into his room and shut the door.

"What was that about?" Fitz asked Tilly.

"That's my partner Carl. He's annoyed that I accidentally forgot to tell him I was going out with my pretend boyfriend tonight!" Tilly told him, letting them into her room.

"You sure he's not jealous?" Fitz asked, earning a snort of laughter off Tilly.

"Carl? You can't be serious? Jealous of my having a date?" She asked him through laughter.

"You'd be surprised. Now where are these plans?" Fitz told her, looking around her room.

Tilly pulled the plans onto her desk and let Fitz look at them.

"What book you using for a reference?"

Tilly handed him the textbook she had been using for a reference and Fitz flicked through it.

"All your calculation seem to be right."

"I know that. I've done them eight times! So why doesn't it work?" Tilly nearly cried.

"Give me a chance. I know I'm a rocket scientist, but I'm not that quick!"

Tilly paced around her room while Fitz speed read the plans Tilly had come up with. Even he couldn't figure out why it wouldn't, even in theory, work.

"Why don't we toss this out and start again. We can reverse engineer this." Fitz suggested holding the bracelet up.

"Alright. Let's do it. This thing's giving me a headache." Tilly said, picking the plans off her desk and placing them back in a drawer.

Tilly and Fitz spent the rest of the night reverse engineering the communications bracelet.

The following morning Tilly woke with a start. She had fallen asleep at her desk, forehead glued to a textbook. Peeling her head away from the pages she looked at Fitz who had fallen asleep in a similar position. She picked up her pen and launched it at him.

He woke up as the pen struck him square between the eyes and looked around.

"You better get back." Tilly told him.

"Yeah. Jemma will be wondering where I got to." Fitz said, rubbing the sleep out of his eyes.

Tilly offered Fitz a muffin that she had taken from the dining hall the previous day and he pulled his coat on.

"So, if you continue doing what we were doing last night then you should get there." Fitz told her heading for the door.

"Thanks Fitz." Tilly said, following him to the door. Fitz had gone out into the corridor.

"Anytime kiddo." He said, hugging her before leaving.

Tilly looked up to see Carl headed back into his room, hair dripping. He didn't look at Tilly, but quickened his pace. Even though it was eight am on a Saturday morning he slammed his door.

Tilly went back into her room and grabbed her shower things.

She made it to the shower room to find Effie in there.

"So that was your boyfriend?" She asked as Tilly walked over to the mirror.

"Yeah." Tilly said unblinkingly.

"He's cute."

"Isn't he just."

"So Agent Ward really isn't your type?"

"Nope."

"Wow."

Tilly turned on her heel and walked over to the showers.

She waited for the inevitable before she removed her clothes.

As if on cue, Effie pulled the curtain back and stood in front of her.

"I think I owe you an apology. I mean, for everything I've kinda said to you for the last few days."

"It's ok, but if you don't start letting me shower in peace then we are going have a different problem altogether."

Effie stood there oblivious to Tilly's meaning until Tilly pointedly looked at the shower curtain and then back at Effie.

"Oh! Right! Gotcha!" Effie said, finally cottoning on to the fact that Tilly was asking for her privacy.

She let the shower curtain drop and allowed Tilly to shower in peace.

Tilly went back to her room to get dressed and she spent the remainder of the day working on the new plans for the bracelet.

* * *

"Can I buy a miserable looking a girl a drink?" Harvey asked Tilly later that night at the bar.

"Why?" Tilly asked.

"Because you look like you could use one. I may not be your boyfriend anymore but I can still read you."

"And what are you reading?" Tilly asked him.

"That something happened that made your partner not talk to you, but you can't talk to anyone else?" Harvey guessed.

"Fine. I'll have a drink."

Harvey waved the bartender over and ordered him and Tilly a drink.

"So what's wrong?" Harvey asked her, passing her a drink.

"Where do I start?"

"Well it's not that you're struggling with classes, you're solidly at the top of your class."

Tilly rolled her eyes at him.

"No, it's not class. My brother helped me out of a tight spot and it's backfired slightly in a way I didn't anticipate."

"This whole lesbian rumour spreading around like wildfire, quashed last night when you went out with a guy who is your boyfriend?" Harvey asked.

"Something like that. Fitz isn't my boyfriend but he was pretending to be so he could help me with a project I'm working on."

"And the problem is?"

"I forgot to let Carl in on it." Tilly admitted, pulling a face.

Harvey laughed.

"It's not funny. He won't even look at me anymore."

"Does he know the other thing?" Harvey asked him lowering his voice.

Tilly nodded.

"What if I talk to him for you?"

"And what are you sniffing at in return?" Tilly asked. She knew Harvey didn't do something for nothing.

"I need your help. My languages are suffering slightly and I don't want to stay a second year forever."

"You are going to make my partner talk to me again if I teach you a language?" Tilly asked waiting for the other shoe to drop.

"Yep."

"Which one?"

"Russian."

"I can do that. We can study Mondays after dinner." Tilly told him offering him her glass. He clinked it in agreement and left her sat at the bar and returned to his friends.

Tilly finished her drink and went back to her room.

* * *

**A/N: The update rate for this fic may slow down slightly... I'm working on a few different projects and I'm going to be taking it in turns to update them so I'm giving you pre-warning!**


	25. Chapter 25

"You're an idiot if you think the silent treatment is going to work." Turning away from the glass of beer he'd been nursing he was met with one of the older students he recognised.

"Excuse me…?"

"Harvey. And you're Carl. As I said ignoring Tilly won't help."

"I'm not ignoring her."

"Sure that's why you're sat here on your own and she's just left looking sad."

"Just leave me alone."

"Look I'm trying to help you and you're being an idiot."

"Call me an idiot once more." Carl warned his temper reaching breaking point.

"Just calling it as I see it."

It had been a long week and that comment was the straw that broke the camels back. Spinning as he'd been taught he threw a punch at Harvey's jaw, only a little surprised as it missed completely. Before he could launch another he found himself being spun around, arm pinned behind his back, face pressed against the bar.

"Not bad. You can tell Tilly's been working with you. You telegraphed your punch slightly though. Now I'm going to let you go. No matter what you think all I want to do is talk not fight."

As the pressure reduced Carl sat back up, leaning against the bar, rubbing his arm.

"What do you want?"

"As I was saying before, I'm trying to stop you being an idiot. You're upsetting Tilly."

"She won't care. She's too busy right now."

"Sure that's why she was sat all alone before. She said you were ignoring her."

"I'm not ignoring her. I'm giving her space."

"God I hope you're a better liar in class, otherwise you're going to fail."

"Anything else? Or are you done insulting me?"

"Look. Just be glad it's me that's talking to you, _not_ her brother. He's less polite."

"I know…hang on. You… you're her ex?"

"Yes."

"Tell me why I shouldn't punch you?"

"Tilly's forgiven me and I'm paying off some of what I owe her by talking to you now."

"Fine. Besides you don't have a chance she's moved on."

"Dude. You really need to listen. She isn't going out with that guy."

"Of course… hang on what?"

"She's single. She's just pretending to get the others off her back."

"How…"

"She told me. Same as she would've told you if you hadn't been ignoring her."

"Why tell me?"

"It's upsetting her. Besides she needs a friend and as I said I owe her. It's the least I can do."

"Thanks for telling me."

"Sure. Just stop ignoring her."

Carl watched Harvey carefully as he grabbed a beer before moving away to leave Carl with his thoughts. Harvey was right. If what he said was true then he'd been a terrible friend to Tilly. She'd helped him with so much and this was how he repaid her. Sighing he caught the bar tenders eye, ordering a shot of whiskey for dutch courage. It was time to go and grovel.

* * *

Tilly had given up sitting in the bar. If she was going to mope at least she could mope and get some work done. She was still sat staring at the diagrams when she heard a quiet knocking on her door. Opening it she found a very sheepish Carl stood there.

"Look before you slam the door in my face I just wanted to say I'm sorry. I was an idiot and I know I hurt you."

"Harvey talked to you."

"He pointed out what a jerk I'd been. I'm sorry I didn't stop and listen to you."

"You know I don't have to tell you about everything in my life."

"I know it's just we're partners. You keep locking me out."

"It's a defence mechanism. Beside I should have told you first."

"I should have respected you're privacy. I was an idiot."

"So you keep saying. Why don't you come in I don't really want to discuss this on the corridor." She opened the door wider allowing him to slip beside. Closing the door behind her she noticed that he was holding something.

"Fitz is just a friend. He works with my brother. I needed someone to get the others off my back and he volunteered. Plus he helped me with the bracelet I'm working on. We both fell asleep, which is why you found him leaving my room in the morning."

"I jumped to conclusions and I'm sorry."

"Let's just forget about it ok."

"Sure."

"What are you holding?"

"Cake. It's the last one I made; I wanted to bring you something as a present. Hopefully it won't poison you. I made it on my own." He looked proud of the fact.

"Well then let's try it."

"By the way Harvey's an idiot. You can do better than him."

"I know. It's why I punched him in the nose!"


	26. Chapter 26

"May." Tilly walked into the training area, making sure she hadn't been followed before calling out.

"Tilly you're early."

"Yeah I wanted to ask you something. How's Skye?"

"Big."

"Not exactly what I was after."

"Grumpy because she's so big. You're brother isn't helping with whale jokes."

"Why does that not surprise me?" Tilly muttered before turning her attention back to May.

"I have something that might cheer her up but I need your help."

"Oh." May seemed suspicious and Tilly couldn't really blame her. She was known for pulling pranks.

"I want to throw her a surprise baby shower but I can't get Sue over here. Plus I'm kind of stuck here at the moment."

"That would cheer Skye up. I can collect Sue if we do it on a Sunday and talk to the principal to sign your leave. You get to get rid of your brother for the day."

"How am I supposed to do that?" She practically yelled at May's retreating back.

"It was your idea. You figure it out." May grinned at her. As she left the area she ran into the rest of Tilly's year. "Start warming up." She ordered as she strode out of the room.

"What was that about?" Carl enquired as they both went to sit on the all too familiar bench.

"Not sure. Hey, how would I go about getting my brother to leave his very pregnant wife for the day?"

"I don't know. Give him a mission?"

"I want him gone, not in a life or death situation. Skye would kill me. Which isn't part of the plan." Tilly glared at him.

"Well I don't know. It's coming up to Christmas. Maybe he needs to do some shopping." Carl replied sarcastically. He was only trying to help.

"Yes."

"No offence but your brother doesn't seem like the type to go Christmas shopping."

"He isn't. Not on his own anyway."

"You're not making sense."

"I know." She grinned mischievously.

The chance to talk had gone as May re-entered the room and immediately began to teach the rest of the class.

At the end of the session Tilly caught May's gesture and remained behind to talk to her.

"A week Sunday. You have the day off. I'll pick up Sue in the morning and take her to the cabin."

"Thank you!"

"You have a plan to get rid of your brother?"

"I have something in the works. Just don't tell Skye."

May simply gave her a look before leaving the room. Taking the opportunity of the empty room she dug out her phone.

"Hey can you talk?" She asked when they finally picked up.

"Give me a second." Tilly waited until the thuds and groans had finished on the other end of the line, wincing slightly as she heard a crash that sounded like smashing glass. "What's up baby sis?"

"I told you not to call me that Nat."

"You will always be my baby sis. How's the academy going? You haven't had any set backs since your operation?"

"No nothing like that. And it's going fine. I'm actually calling you about Skye."

"Oh last I heard she was fine. Grant's driving her crazy. I can't to see him with those babies."

"Me too. Listen I'm organising a baby shower for her next week if you're free?"

"My schedule just cleared."

"Thanks Nat. Oh don't mention it to Skye or Grant. It's kind of a surprise."

"Not a problem. Though you do know that baby showers are normally only attended by women?"

"I know. I need your help getting rid of him for the day. You still talking to Clint?"

"Of course we …"

"Nat. I do not need to know." Tilly broke in quickly. She knew way too much about Nat and Clint's relationship already.

"Spoilsport. What do you need from him?"

"Do you think he could convince Grant that he needs help Christmas shopping? It would get him out for the day."

"I think I can manage that. Where are we having this?"

"May's setting up a room in the cabin, we decided it was better not to move Skye too much."

"Plus it means Grant won't kill us when he finds out."

"There was that too."

"Right. I'll arrange it. See you soon."

* * *

Tilly spent the week running around trying to organise the party. She'd had a message from Nat saying Clint was in on their plan and had convinced her brother to go shopping with him. Simmons had been brought in on the plan and was helping May prepare the room. Skye suspected nothing. Tilly had made the cake, using the cookery classes to make a stork carrying a baby shaped cake. Nat had already snuck in and taken it away, saving Tilly having to cart it with her when she left. The food had been organised by a local company who were going to deliver it on the day and the games to play where prepared. Now all she had to do was let Carl know what she was doing.

Unfortunately with all the running around she'd forgotten all about that, so on the day of the baby shower she found him knocking at her door, clearly ready to finish their Christmas cake project.

"Oh damn. I knew there was something else I needed to do." She said smacking her forehead.

"Clearly it runs in the family." He remarked. "I thought you had a photographic memory? You busy?"

"Yeah. I've got permission for leave." She didn't want to elaborate any more, the halls weren't completely empty. Thankfully she could see Carl understood what she was talking about.

"Well I'll see you when you get back. I'll go and work out so I don't feel guilty when I try this Christmas cake"

"Sure. Enjoy training." She grinned as he through a grimace at her before grabbing her bag and heading out.

* * *

It didn't take long before Nat had picked her up and they sneaked into the cabin the team were staying at. Simmons had distracted Skye, while Tilly and Nat crept into the room they were holding the party in. There they found May and Sue waiting. Exchanging hugs and greetings they kept quiet as they heard footsteps coming closer. As the door swung open, they all jumped up.

"SURPRISE!"

Skye jumped slightly at the sudden noise before grinning with delight.

"Guys? Not that I don't love seeing you all but.."

"Welcome to your baby shower." Simmons announced, bouncing on her heels.

"You do know that is supposed to happen later on don't you? Not that I'm complaining."

"Yeah well we thought you'd enjoy it more when you can actually still move." Romanov deadpanned. "Plus we're all free right now."

"Good point. Thanks for reminding me I'm going to get huge. Ward reminds me enough of that."

"Sit on him he'll soon stop."

"Oh don't worry I get revenge in my own way." Skye grinned wickedly.

"I so don't need to know about that." Tilly groaned as she hugged her sister-in-law.

"What you don't want to know about your brother's sex life?" Skye teased.

"No! I hear enough about Nat's."

Skye laughed as she moved further into the room talking the seat she was indicated. Earlier Simmons and Tilly had covered it in banners and balloons, making it very obvious who the mother to be was. Sure everyone that was going to be here knew Skye but certain traditions had to followed.

"Speaking of your brother, where is he?"

"We sent him off on an errand."

"You didn't tell him about this did you?"

"No. We thought you could do with some girl time and no guys are allowed at these things anyway." Tilly told her.

"He's being a bit overprotective."

"I can't wait to see what he'll be like with the kids." Simmons laughed.

"He'll be good, as long as you keep him away from blenders" Tilly smiled remembering her own childhood and how he'd helped raise her and earning a smile off Romanov.

"I keep forgetting he's had some practise." Skye commented softly.

"I'm sure you'll both be great." Tilly reassured her, pressing a kiss to her cheek as Amber walked in.

"Sorry I'm late."

"Now we can get started. Food, presents or games?" May stood waiting for orders, laughing when Skye's lit up at the mention of food.

"How about food and games?" Tilly suggested. "Then we can have presents while we eat cake."

"As long as I get to eat I'm in." Skye quipped making everyone laugh.

* * *

They started off simply, designing baby onesies. The winner being the one that designed the most original one. Amber had them all laughing with fish costume that had little fins.

Tilly designed one like a robot, knowing Skye would get a kick out it.

Sue went for a more traditional approach, a simple onesie with 'my grandma loves' me printed on it, something May initially approved of, before Tilly called her 'Gramz' again, to the delight and laughter of Romanov, Skye, Simmons and Amber, before she retracted her approval.

May's was a little Thor suit including a little Mjolnir, knowing how much Skye loved his legend.

Nat won though, with a onesie that looked like their S.H.I.E.L.D catsuits, it even included little pockets where weapons would normally go.

"Seemed appropriate." She shrugged as Sue looked at it in horror.

The next game was one of the messiest. Skye decided to sit it out as she it was quite a physical game, instead paring up Romanov and Simmons, Tilly and Amber and Sue and May. The pairs were both blindfolded.

Simmons, Tilly and May were then given a bottle of baby food and a spoon. The aim of the game was fed your partner the food, the first to finish won.

Skye quickly decided this was way too easy for the trained spies so decided to make it a bit more difficult for them.

As they were racing to feed their partners she kept dropping things making Sue jump, meaning May kept missing her mouth and she kept throwing decorations at Tilly as she stretched the spoon forward towards Amber's mouth, knocking the spoon out of her hand more than once.

When it looked like May was going to be finished way before the other two she grabbed a feather duster and began tickling her, making the normally stoic agent giggle slightly to Skye's delight.

When the winners, May and Sue, were eventually crowned, they moved onto a drinking game that Skye was persuaded to join in.

The aim of this game was to try and drink small cartons of wine (Skye had a carton of grape juice instead) as fast as they could. Skye nearly choked, as Amber, desperate to win something, sent wine spraying everywhere by accidently squeezing too hard on the carton.

* * *

"Ok. Time for presents." Simmons decided as they mopped up the mess.

"Wow Tilly." Skye exclaimed examining the cake up close for the first time.

"Haha! Thought you'd like it."

"Seems a shame to cut into it." May remarked as she passed.

"But cake..." Skye moaned, while gazing at it longingly.

Shooing her to sit back down Sue quickly cut slices for everyone while the presents were organised. Naturally they weren't normal presents you would usually find at a baby shower. Sue's was the most normal being a set of toys to hang on the cribs to keep the babies entertained. Also in the parcel were three baby shawls she'd made for them, reducing Skye to tears.

Having calmed Skye back down Simmons' present was next. It turned out to be a special holder that she and Fitz had come up with so that Skye could hold all three babies at once, two on her back and one neatly wrapped up on her front. It would also double as protection for them in any dangerous situation.

"They need to be protected too." Simmons commented.

"Thought that was Ward's job." Romanov quipped.

"I'd rather be prepared, just in case."

Amber had gone for something simple, a cushion that allowed Skye to lie with all of the babies at the same time but still be comfy. It also was designed to give off a calming scent to help them all sleep.

May had given Skye a tracker, while everyone looked at confused until she explained;

"So you can keep an eye on Ward. He's most likely to drive you to distraction by wandering off with one or more of the babies so this way you can find him _and _them."

Nat's was a simple note with an IOU on it.

"For when they're a bit older. Thought you and Ward might want some time to yourselves. I know you have all this family to help but I will owe you one night of babysitting." She said, waving her hand around the girls.

"You just want to cuddle the babies." May commented.

"So sue me. Closest I'm gonna get for a while." Nat replied causing everyone to laugh.

Tilly was the last to go, her nerves beginning to get to her. Hers was a simple piece of paper with a design on it.

"I haven't got it ready yet, but it's simple. The general idea is if you and Grant find yourselves away from the kids you can watch them on these keychains via cameras we'll place on the 'bus. You should also be able to monitor their vital statistics through these bracelets." She explained, pointing to different parts of the diagrams, watching as Skye's eyes filled with tears. "I also want to make the bracelets out of Amber so that they can chew on them, which will help when they start teething. This part here expands as they gro, filling in the space with Amber links. It'll resize automatically when it gets too tight for them.."

Tilly was pulled into a hug as Skye assured her that she loved the idea.

It was then that the boys chose to return, leaving Ward looking around the room.

"Matilda Grace! Care to explain?" He barked.

"Why do you assume it was me?" She asked as innocently as possible.

"This has you written all over it. Plus who else would get Hawk to make me go shopping with him."

"That was my idea." Romanov interjected as she passed him, shoving a slice of cake in Hawkeye's face.

"We thought Skye would enjoy a baby shower." Tilly watched as he took in his happy wife.

"You should be at the Academy."

It was the closest she was going to get to a thank you.

"Stop calling your wife fat." Sue scolded as he bent down to greet her.

"I didn't call her fat. I called her a beached whale." Ward corrected her.

He'd already braced himself for the smack as Skye threw something at him.

"Don't worry Sue. I'll get my own back."

Tilly groaned slighty, moving to help tidy up.

"I do not want to know. I don't want to know." She muttered.


	27. Chapter 27

**A/N: Italics are spoken Russian!**

* * *

Five...

It was Monday evening and Tilly was expecting Harvey for a study session.

Four...

He was always on time.

Three...

Three seconds to seven, the time they had agreed to meet.

Two...

Tilly felt a little nervous. She hadn't been a alone in a room with Harvey since they were a couple.

One...

There was a soft knocking on her bedroom door. Tilly got up from her desk and went to open it.

"Harvey."

"Tilly. You ready to get your geek on?"

"_I'm always ready to get my geek on._" Tilly replied.

"Yeah. Nice. Show off why don't you." Harvey said to her in English, walking past her and sitting at her desk.

"Sorry, but you wanted to learn. I don't tend to teach in English. Ask Carl."

"Yeah Carl. He's certainly got some anger problems." Harvey told her.

"If you are going to sit there and abuse my partner you can get out now." Tilly warned him.

"I won't anymore. I promise."

"Fine. What is it you need to know?" Tilly asked him

"I just need to improve."

"The only way you're going to improve is to talk in the language." Tilly told him.

"Really?"

"Do you think my sister taught me by sitting me down and having me pour over books?"

"Well, no."

"Exactly. So, _tell me what the second year is like_? Tilly said, switching languages halfway through.

Slowly and clumsily Harvey flicked through his textbook before replying in broken Russian: "_It's a lot like the first, just harder." _

"_You were always bright. How come you can't pass the year?"_

"_My languages are a weakness_." Harvey answered, consulting his books again.

"_So much of a weakness that they fail you?_"

"_Yeah. I seem to be in a vicious cycle_."

"_Did you try studying?_" Tilly asked him.

Tilly continued to talk to Harvey in Russian for the next half hour before declaring a five minute break.

"Oh thank god. I think I have a handful of paper cuts"

"That'll go one of two ways." Tilly pointed out to him.

Harvey raised his eyebrows at her.

"You'll either get used to them or start to speak without the book. I'm gonna pop to the bathroom."

Tilly left Harvey in her room alone, knowing, thanks to her brother, he would never find her personal items.

She got back to him reading through something on her desk.

"This is genius. Did you do this?" He asked her, waving at the plans for Ward's communication bracelet.

"_Almost. My brother and sister's idea, I'm just trying to repair it after it was shot off." _Tilly explained.

"Great, back to that. Can't we work on this? It look's interesting." Harvey pleaded with her.

"_No, otherwise you and me will end up in the same year._"

Harvey flicked through his book again and constructed his next sentence very carefully.

"_How about this? We work it while speaking Russian?"_

"_Have I awakened that inner science geek?"_

"_I don't think I ever lost it, just suppressed it."_

"_Fine. But only because I have two weeks to finish it."_

Tilly and Harvey worked on the plan for the bracelet until Harvey had to leave for curfew, all the while conversing in Russian.

"Same time next week?" Harvey asked Tilly as he left her room.

"Sure." Tilly said to him. She heard Carl's door open.

"What you up to?" he asked slyly, eyeing up the retreating back of Harvey.

"Studying and getting our geek on."

"Getting your geek on?"

"You gonna come in while we discuss my personal life or you gonna alert then entire Academy?" Tilly asked stepping back and letting him into her room.

Once Tilly had closed the door she turned to face Carl.

"I met Harvey at University. I stayed to graduation, he didn't. If he had we would both have Theoretical Physics degrees."

"Oh, so you actually meant getting your geek on?"

"I was supposed to be teaching him Russian but he saw the bracelet plans and we ended up multi tasking." Tilly told him, guilty look plastered all over her face.

"Don't look so guilty Tilly. I'm sure it's nice to have an intellectual peer to talk to."

"Yeah, but now I'm feeling restless."

"That's never good. What do you want to do?" Carl asked, not really wanting to hear the answer.

"Wanna break into the Principal's office and rearrange his bookshelf?"

"Is that all?" he asked.

"His books are arranged very specifically, I'm just curious to find out how OCD he is. It's in the name of science." Tilly explained, justifying her prank and flashing Carl the one smile he couldn't say no to.

"Fine. Let's do it now."

"It's also educational. I can teach you how to penetrate an enemy building seen as though we have to duck guards." Tilly told him, like he still needed convincing.

"Well I realised that seen as they have a shoot first policy." Carl quipped sarcastically.

"Follow my lead." Tilly told him opening her door.

"So how do we do this?"

"Firstly, only speak when necessary and even then in a whisper, secondly, hug the walls like I do and check every single door and cross section for guards before we go through or enter them."

"Sounds complicated." Carl whispered.

"Not really. Just remember to tread lightly and be suspicious of everything." Tilly told him, opening the door leading onto the stairs a crack to check for guards.

She heard one walking up the stairs and motioned for Carl to remain quiet as the guard passed them. Once he was a couple of flights of stairs above them Tilly silently opened the door and waved for Carl to follow her. They quietly and quickly slid down the stairs, their feet making no sound and they came face to face with another door.

Tilly looked around it and saw, to her utmost horror, a guard headed straight for them. She looked around the stairwell. Carl, seeing the look on Tilly's face, realised they were about to be caught and pulled her into the gap under the staircase, hoping it would be dark enough to conceal them.

They held their breath as the guard walked up the stairs, his feet stomping on each and every one of them. The sound echoed around the bottom of the stairwell, especially under the stairs where Tilly and Carl were hiding, each footfall of the guard penetrating their bodies making their hearts thump.

They waited until the guard had gone a couple more flights up and took their opportunity to get out or the stairwell. Seeing that the coast was clear, Tilly and Carl slipped out of the door and crept, as quiet as mice, down the corridor to the Atrium.

"What's the procedure for crossing an open space?" Carl whispered.

"Keep your eyes open and look everywhere, especially where the enemy could have a tactical advantage." Tilly replied, looking up at the balcony.

She saw the door open and Anthony appeared. Tilly backed up against the wall and hid in the shadows with Carl following her closely. They watched as Anthony pulled Sarah out of the corridor and turned to face her, looking around to see if the cost was clear before kissing her passionately.

"Eww gross." Tilly whispered as she pointed Carl to take the lead through another door to their goal. He checked it the way he had seen Tilly check it and, seeing it was clear, guided her through it.

"What the hell is she thinking?" Tilly asked him in a hushed voice.

"I don't know but I have a feeling it's about you." Carl told her, hoping the fact that they were on a clandestine secret mission would prevent her from punching him.

"About me? Why the hell would you say that?" Tilly asked him, raising her voice a little higher than was wise.

"Shhhhh!" Carl hissed before explaining "It's the way he looks at you, the way he tries to keep touching you and the fact Sarah is a petite brunette."

"Oh God!" Tilly said, suddenly feeling sick to her stomach.

"Tilly. If we stay here we're going to get caught." Carl warned her, gently pulling at her arm.

"Ok. Let's do this. I'll sort that creep out later." Tilly said, strengthening her resolve.

They crept down a few more corridors, Carl's confidence in taking the lead increasing as they went. They ducked a couple more guards and found themselves on the corridor containing the staff offices. They slipped into Principal Dockerty's Assistant's office and Tilly took out her set of lock picks. She inserted them into the lock and began jiggling them around. Carl heard it click and the door swung open. He followed Tilly into the room and closed the door behind him.

"You have to show me how you do that." He said, walking forward into something solid, which he quickly realised was Tilly's arm.

"You'll have to show me too." A voice said in the dark as a light flicked on.


	28. Chapter 28

"Strike two Miss Grace." Principal Dockerty said to them. He didn't seem very angry that there were two first year students who had broken into his office.

"It can't be strike two, we didn't get the chance to do anything!" Tilly pleaded.

"True, but you are in my office after curfew. Strike two."

"I was teaching." Tilly stated, matter of factly

"You're not a teacher."

"But it doesn't mean I can't teach."

"What were you teaching?"

"Infiltrating an enemy camp, while avoiding capture or death." Tilly told him without batting an eye.

"Well you failed."

"We made it this far didn't we? And if you were our target you would have been incapacitated by now."

"Nice strategy. Now take this and get back to your rooms." Principal Dockerty told her, handing her a slip of paper that would allow them to get back to their rooms without getting shot.

"If we get back to our rooms without getting caught can we go back to strike one?" Tilly asked, pushing her luck.

"Deal."

"Question, Sir. How did you know to turn the lights off?" Carl asked.

"I saw you both coming on the cameras."

"Damn cameras." Carl said shaking his head.

"Now will you both go back to your rooms? And if you don't go straight there I will know!"

Tilly and Carl scuttled out of the office and headed back to their rooms, ducking the guards.

"That was so close!" Carl breathed, opening his door.

"Maybe a little! But I'm back down to one strike" Tilly admitted, grinning from ear to ear.

* * *

They made it through the rest of the week to their dancing class. Tilly wasn't looking forward to it. Tilly and Carl had been trying to avoid Sarah since they saw her kissing Anthony on the balcony.

"You ready for this?" Carl asked her.

"I already feel sick." Tilly replied, pushing the door open and walking over to the benches.

"I think we're going to have to go for a drink tonight." Carl said as Anthony walked in. He sneaked a look at Tilly, before licking his lips and continuing to set up his class.

"Can I hit him?" Tilly asked.

"I know you're untouchable, but I don't think you'd get away with assaulting a teacher." Carl told her.

"Pity. Do you think Grant hitting him would be effective?"

Carl shook his head.

Tilly watched as the rest of the class filed into the Arena and took their places.

Tilly and Carl saw Anthony move around the class, correcting positions. But, unlike when he corrected Tilly and Carl, he did it from the side and moved their hands only.

"So you think Sarah knows? I mean she's being frosty with him." Tilly observed.

"Knows what?"

"That Anthony is a lecherous creep that's almost sexually harassing me?" Tilly pointed out.

"I thought any unwanted sexual advance was harassment?" Carl asked.

"It is. I just haven't had a chance to threaten him yet." Tilly murmured

"You mean ask him politely to stop."

"Yeah, that too."

Tilly's observations proved to be accurate. When the bell went to signify the end of the lesson Tilly and Carl were the first one's through the door, followed, rather quickly by Sarah.

"Tilly!" Sarah called after her.

Tilly and Carl stopped in the corridor, quickly glanced at each other before turning to face her.

"What's up Sarah?"

"I..." She started, but realising there were too many people around, pulled Tilly into an empty classroom.

"I wanted to know what's going on with you and Anthony." She asked, blush creeping uncontrollably through her face.

"Nothing."

"Really, then why does he keep looking at you and why does he keep...?" Sarah protested, trailling off, realising she was about to tell Tilly and Carl everything.

"Seriously Sarah. There's nothing going on, not on my end anyway. He repulses me and everytime he looks at me I wanna hurl." Tilly told her.

"Or punch him." Carl added for good measure.

"Oh. Ok."

"He says her name during your make out sessions huh?" Carl asked from the doorway.

"What?" Sarah faltered.

"We know you two have been playing tonsil tennis. We saw you Monday." Tilly admitted.

"We have, and yeah. He keeps muttering your name. It seems to be getting worse and worse. I just thought seen as though he can't take his eyes off you that you two were hooking up."

"Eww. Gross."

"He has a thing for Tilly and keeps trying to touch her." Carl explained.

"So he's been using me to get to you?" Sarah asked, shocked.

"I think so." Carl told her as gently as he could.

"I swear if he starts touching me again after Christmas I'm gonna break something." Tilly growled, which shocked Carl. It was the first time he had seen her channel her brother.

"You really don't like him do you?" Sarah asked.

"I'd rather be stuck in a broken down elevator with Oleg, the Russian Dunce!"

"You want to join us for a drink tonight?" Carl asked Sarah.

"Yeah. And then when Anthony comes running I'll send him packing."

* * *

"I still can't believe you were banging a teacher." Tilly said as she let the bartender know they wanted drinks.

"There was no banging, and please, you're such a hypocrite!" Sarah replied

"I'm not now, nor have I ever _banged_ a teacher." Tilly pointed out.

Sarah coughed something that sounded like 'Toby' before ordering her drink:

"Vodka and coke please."

"Amaretto on the rocks."

"Make that two."

They waited for their drinks and made their way over to an empty table.

"For the record, there is nothing going on between me and Toby." Tilly defended herself.

"Yeah whatever. We know, we keep seeing you together on Saturday afternoons walking down the corridor. Most of the class has seen it."

"Most of the class has put two and two together and come up with five." Carl told her.

"So what _is_ the truth?"

Tilly and Carl looked at each other. He nodded his head before leaning into her ear and whispering "You could use some female friends round here."

"Toby takes me through an advanced combat class on Saturday afternoons, well, he did until I kinda of hit him really hard in the face and broke his jaw." Tilly said, staring into her drink.

"You seriously expect me to believe that lame assed lie?" Sarah asked.

"It's the truth. I mean, she nearly took my arm of before the whole collapse in Agent May's class with a burst appendix thing." Carl said, backing Tilly up.

"Is that why they paired you off?"

"Yeah. Apparently Carl was the closest person to my skill level." Tilly shrugged.

"Show us some moves then." Sarah prompted.

"Erm... No. If I end up in Medical again I might as well pack my bags and go home now."


	29. Chapter 29

"Tilly! I'm going to _kill_ you!" Tilly heard Carl shout through the wall separating their rooms.

Tilly giggled as she finished the plan for the bracelet. She was now ready to create it. She waited for what was coming next.

Within the minute Carl hammered on her door and she got up to answer it.

"What the hell did you do?" He demanded while Tilly laughed uncontrollably at him.

"Nice hair!" Tilly said, trying, and failing to compose herself.

"Do you want to explain to me why my hair is hot _pink_?" Carl asked, advancing on her.

"It's not." Tilly brazenly replied, earning raised eyebrows off Carl before continuing "It's bubblegum."

"What did you do?"

"What makes you think I..." she started.

Carl launched himself at her, completely forgetting that she wasn't supposed to be doing any activity. She ducked him easily and jumped onto her bed. Carl fell onto the bed as he lunged at her again.

"I know you did it Tilly. _You_ are the prank queen!" Carl hissed at her.

"Fine. I did. I got bored. But it'll come out."

"When?"

"Immediately if it's been on for less than half an hour. Five to eight washes if it's been on longer." Tilly told him ducking him again.

She knew that the colour took fifteen minutes to develop, and the fact he had been in her room fifteen minutes meant he was doomed to have pink hair for a few days.

"You better sort this out." Carl growled at her.

"Or you'll what? Don't forget I can still hurt you if I have to." Tilly teased.

"Not as much as I could hurt you."

"You wouldn't?" Tilly asked him, shocked he would deliver such a threat.

"Oh I would. Now will you get the pink out of my hair?"

"There's only one way to do it. You'll have to cut your hair." Tilly stated, conceding defeat.

"C-c-cut my hair?" Carl stammered.

"The pink won't come out this week. If you want it out you'll have to cut it. All of it!"

"Are you sure?"

"As sure as I'll ever be!" Tilly told him.

"Alright. Let's do it."

"Whaddya mean let's?"

"You turned my hair pink, you can help me shave it off."

"I don't have any clippers, only my lady razor." Tilly told him.

"I have a set of clippers. _You_ can go and get them from my room because _I_ am not being seen out like this." Carl told her, throwing his door key to her.

Tilly pulled her robe around her further and headed out of the door to get Carl's clippers, returning five minutes later to find Carl was getting fidgety.

"What?" She asked defensively when he turned to look at her.

"I thought you'd gone via Timbuctu!" Carl snapped.

"If you're going to talk to me like that then I'm going to leave you with pink hair." Tilly told him, warning in her voice.

"I'm sorry, I just can't go home to my parents looking like this." Carl apologised, calming down.

Tilly placed newspaper on the floor, plugged the clippers in and took the grading tool off it.

"What're you doing?" Carl asked, slightly horrified at Tilly's actions.

"You want me to get rid of the pink. The pink is down to your scalp. And I would think the student body would be less forgiving over you going out with pink hair than your parents." Tilly told him, guiding him into her chair and turning the clippers on.

She heard Carl whimper and shake slightly as she slid the clippers through his hair. She was surprised at how soft it felt in her hands.

* * *

Twenty minutes later Tilly and Carl headed down to breakfast, Carl rubbing his hand over his brutally short haircut every five seconds. He had nearly cried when Tilly let him look in the mirror, but his attitude changed when Tilly reminded him it could still be pink!

"Hey Carl! Nice haircut!" people catcalled as he entered the dining hall.

"Bite me." Carl muttered under his breath.

Tilly giggled, but stifled it quickly when Carl shot her a look.

They were due to break up the following day and leave the academy for three weeks before returning. To celebrate, the kitchen staff were serving up loads of delicacies, including spiced croissants and porridge with warm apple and cinnamon sauce.

"So what have we got today?" Carl asked Tilly.

"We can finally finish that damn cake and then learning via watching in dance because Anthony won't let you take part without me." Tilly told him.

"Weren't we going to grease the floor?"

"Oh hell yes. He's getting worse. We can get a touch of butter from cooking and then we can grease the floor after that, before we grab some lunch." Tilly told him.

"Now that sounds like a plan." Carl said, eating his last spoon of porridge.

"We better go. You seem to be attracting some funny looks" Tilly told him.

Carl ran his hand over his head again.

"It's not still pink is it?" he asked.

"No. I swear!"

* * *

Even having missed half of their lunch to lay their trap, Carl and Tilly still managed to be on time to their dance class. The rest of the class filed in five minutes later.

"Alright everyone! Get into your pairs and warm up!" Anthony shouted.

Tilly and Carl walked over to 'their' bench and waited.

"That's four." Carl said to her as he caught Anthony leering at Tilly for the fourth time in five minutes.

"Wait for it." Tilly promised him.

"I'm getting impatient." Carl whined.

"It'll happen."

"No it won't. We should have used oil!"

Just then many things happened at once. Carl's phone rang and Anthony, walking in one of his patterns slipped on the floor and skidded, smashing his face on the floor, chipping his tooth.

There was pandemonium as people rushed to help Anthony and Carl went to find a quiet space to take his phone call.

Anthony, red around the face and realising he had damaged his good looks, dismissed the class and Tilly went to look for Carl. She found him in an alcove outside the Arena she had frequently hidden in. To respect his privacy, she waited in the corridor.

She heard him say goodbye and hang the phone up, before stepping back out into the corridor.

"What's wrong?" She asked him, seeing the look on his face.

"That was my parents. I can't go home for the holiday." Carl told her.

"Why?"

"They're in quarantine for Glandular Fever, which spread around their _swingers_ cruise."

Tilly snorted with laughter before composing herself and asked "That cruise they were on was a swinger's cruise?"

"Yeah. That's some information I really didn't need to know."

"So what you gonna do? We, and by that I mean you, have to leave tomorrow night."

"I don't know. I have no other family." Carl said, sitting down against the wall.

"Come with me!" Tilly said before her brain could stop her.

"What?"

"Come to mine for Christmas. It'll be fun. You know Grant's picking me and May up Saturday so no one sees him, so why not?" Tilly said.

"You sure?"

"Yeah. It might be the most insane Christmas that you will _ever_ experience, but it'll be fun. And we may be able to persuade my brother to teach us the rest of those dance steps." Tilly pointed out.

"Fine. It's either that or stay here. What happened with Anthony?"

"Chipped his tooth. Come on" Tilly told him giggling and tugging on Carl's arm. "He's dismissed the class."

"So what do you intend to do?"

"Call my brother and tell him I'm picking up a hitchhiker." Tilly told him with a gleam in her eye.

* * *

By the following morning all of the necessary arrangements had been made. Carl, who was now wearing a hat, even indoors, to cover up his bald head, was now looking forward to Christmas. It wasn't that he didn't get on with his parents, it was more that as an only child he didn't really have anyone to talk to.

Tilly was getting excited. She always loved Christmas growing up when she could spend her pocket money and get presents for everyone. When Gramz and Pops found out this was what she was doing they increased what they gave her and told her to spend half of it on herself.

She always used to get gifts that meant something to people, but now she got joke gifts as everyone she cared about was either gone or had everything they needed.

"So he's picking us up tomorrow around midday?" Carl confirmed with her for the millionth time over breakfast.

"Yes."

"Is he gonna fit everything in the car?" he asked her, the thought that there was 4 people and 3 sets of luggage and gifts to fit in suddenly occurring to him.

"He's coming in the 'bus. From here we're going to pick Sue and Rob up in England and then my sister and her boyfriend up from wherever they are hiding." Tilly told him, relieving the fear he would be squashed in the back of a car under luggage.

"I get to go in the 'bus?" Carl asked disbelieving.

"Yeah. How else we gonna pick everyone up? Come-on. Let's get to Italian."

* * *

Tilly and Carl left their Italian class not really wanting lunch. As it was the last day of term their teacher had brought in loads of Italian delicacies and threw an impromptu party.

Skipping lunch the headed straight for the Arena. When they got there they saw May and Toby talking.

Tilly and Carl sat in their usual spot on the bench and watched as May and Toby had a quick sparring session. They watched as May dislodged the gun Toby had out of his grip. It hit the floor with a clatter.

They watched as Toby managed to connect a rare blow to May's face and cheered.

May and Toby, realising they had an audience stopped sparring and looked.

"Hey Tilly! Your physical ban lifts today doesn't it?" Toby called while May nodded at him.

"Does it? I thought it was tomorrow?"

"No. Simmons said you'd be fine to get thrown back in as of today." May confirmed.

"I can work out?" Tilly asked, jumping up from the bench and heading over to them.

"Do we give her chance to warm up?" Toby asked May before Tilly arrived.

"No. For her you and me _are _the warm up." May told him.

Tilly got to them and Toby launched himself at her the same time May did. Tilly expecting something like it stepped back and laughed at the comedy effect of May and Toby crashing into each other before hitting the floor.

They kicked themselves off the floor and May launched an attack on her, diverting Tilly's attention away from Toby who was moving out of her field of vision.

The bell went and the class started filing in through the door in time to see Tilly throw May into Toby before picking a gun off the floor and shooting them both square in the chest. She threw them the gun and walked back over to Carl and took a drink of water.

"Remind me never to piss you off." He said as he watched the class stop dead, staring at Tilly with their mouths open wide.

They knew she was talented in martial arts as the story of what happened on the balcony has spread like wildfire, but seeing her defeat both Toby and May before shooting them point blank in the chest shocked them.

"Get your asses in here and start warming up." May groaned from the floor. Carl and Tilly returned to help them to their feet.

* * *

They filed out at the end of their lesson and, rather than be excited about the fact they were breaking up for Christmas, they were still discussing Tilly and what she had done.

Tilly and Carl hung back to talk to May and Toby.

"I'm sorry. I wouldn't have done that if I knew they were watching." Tilly apologised, worried.

"It's ok. We knew we'd be cutting the bell fine." May said rubbing her backside.

"You set me up?"

"Yes. I've been hearing whispers about favouritism. They think because we spend a lot of time together in your extra classes that you are my favourite and that's why you're still top of the class even when you haven't been active for 6 weeks. Watching you take us both out and shoot us, nice touch by the way, I'd forgotten about that gun, showed them you deserved your class ranking." Toby said, rubbing the spot on his chest where the neuro-stimulation dart had hit him.

"So you guys were, yet again, protecting me?" Tilly asked smiling.

"Yeah. At least no one will be talking about you collapsing in my class anymore." May told her.

Tilly smiled and her and Carl made their way to the Atrium to watch everyone leave.

They watched as everyone greeted their families and friends and headed down the long drive and back out into the snowy white world. Considering there were nearly 300 students at the academy the whole process didn't take long. Once the staff were satisfied that the students had left they made their own way home.

* * *

Carl and Tilly went to look for May and Toby before heading to the principal's office. The five of them being the only people left at the Academy.

"Everyone get off alright?" He asked Toby.

"Yes, Sir. They did."

"Carl, why are you still here?"

"I'm staying with Tilly this vacation, Sir. My parents are in a quarantine so I can't go home."

"Agent May. I wish to see you, Toby and Agent Ward in my office tomorrow morning." The principal told the group.

May groaned. She had planned to finish her Christmas shopping the following morning before being picked up.

"Sure. I'll call him and tell him to come down early." She said.

"Very well. You are all dismissed."

They left the principal's office and headed to the bar.

"Why are we in here?"

"Drinks are on me, so is dinner. I said any first year to complete the assault course I'd buy dinner for." Toby told them, pulling out take away menus from his pocket.

May poured them all a drink and took a menu off Toby.

* * *

An hour later Toby re-entered the bar carrying a stackful of Pizzas. He set them down on the counter and dished them out.

"Tilly. I need a favour." May said, realising that she and Carl would have nothing to do the following morning.

"What's up?"

"If I give you some cash and a list will you finish my shopping for me?"

"Sure. It'll give me something to do. Can we take a car?" Tilly asked.

"Can't see why not."


	30. Chapter 30

"Carl. Didn't you used to have hair?" Ward asked Carl as he and Tilly returned to Phys Acc at Midday on the Saturday.

Carl grabbed the hat he'd just taken off and put it straight back on.

"What happened?" Ward prodded him.

"Ask your sister."

Ward looked at Tilly who tried to look like butter wouldn't melt in her mouth, but Ward knew the signs.

"You swapped his hair gel out?"

"I didn't!" Tilly protested her voice a pitch higher than it usually was. A clear indicator she was lying.

"I thought I taught you better than that?"

"You did, but I..." Tilly started to say, but Ward held up his hand to stop her.

"What was the first rule I taught you?"

"Itching powder." Tilly replied, which caused May to laugh as she remembered the prank the three of them had played on the Interns using itching powder.

"What am I missing?" Carl asked.

"Nothing." Tilly told him patting him on the shoulder.

"Let's go get the others." May said, still laughing, but forseeing a sibling argument starting.

Tilly gave her the shopping that her and Carl had done for her and went to go get their bags for the holidays, returning to find Ward waiting for them in the Atrium.

"May's in the 'bus trying to hide her shopping" He explained, taking Tilly's bag off her.

He looked up to see Toby watching them from the balcony.

"Hey Toby!" Ward called.

"What's up?" Toby asked, thinking Ward was just going to wish him a Merry Christmas.

"You have five minutes to pack a bag and get your ass out to the 'bus." Ward replied.

"What?"

"You're clearly going to be staying here for the holidays. Come with us." Tilly told him, cottoning on to what Ward was saying.

* * *

"So this is the famous 'bus?" Toby asked as Ward showed him to the bunk he could use for the night.

"Yeah. Well, I'm pretty sure most of it's been replaced since we got it."

"Why would most of a plane have been replaced?" Carl asked, leaving his bunk for the night.

"Well we kind of blew a hole in the side six days after we got it. Which meant most of the lounge needed to be replaced." Ward told them.

"Then we crashed a couple of years ago." May continued, walking back into the lounge.

"Oh yeah. That was fun." Ward remembered.

"I'm still surprised the most serious injury was Fitz's broken leg."

"Wait, so you crashed the plane into the ground and you all survived?" Carl asked dubiously.

"We are lucky people?" Ward suggested, not really wanting to go into why.

"Wait. If May's out here talking to us who's flying the plane?" Toby asked.

"The plane is." May told him wiggling her eyebrows and taking a seat. "Six hours till we get to City of London Airport. You might wanna call Sue and Rob and let them know we're coming."

Tilly pulled scrabble out of the games cupboard and set the board up collaring Toby and Carl into playing too. Before a winner was declared the plane landed at the airport and Ward headed to the cargo hold, got in the car and went to collect Sue and Rob from the security gate. He put their bags in the boot and drove them the short distance to the 'bus.

Tilly was waiting for them and embraced them both in a hug before introducing Carl and Toby. When Sue had ascertained who had invited who and why she and Rob were shown to their respective bunks before joining the others in the lounge.

"So this is where you live?" Sue asked. Unlike her husband she had never seen the 'bus before.

"Yeah. Home sweet home." May joked.

"So what now? We join the others?"

"Not quite. We've got two more to pick up and then we'll go meet the others." Ward explained.

"Well where are our remaining two guests?"

"I better call and find out." Ward said with a grin pulling his phone out of his pocket.

He dialled a number and put it on loudspeaker. A male voice answered. May, Tilly and Ward looked at each other.

"Put the girl on."

May tapped at their computer and tracked the phone.

"No."

"You are at 715 Koalsky Plaza. I have a sniper trained on your head. Put the girl on the phone or I pull the trigger."

There was a scuffle and a voice they recognised spoke.

"What? I'm kinda busy." Romanov's voice clearly filled the room.

"Christmas, tell me you didn't forget. I called you yesterday."

"No I didn't forget. But I'm a little, well, handcuffed up at the moment."

"So putting me on hold won't help?" Ward asked her.

"Not this time."

"Hold tight. I'll come and get you."

"Might take two coats. You may want to get help on the second one."

"I'll bear that in mind." Ward said hanging up.

"So me and you are going to go get our hands wet?" May asked him.

"No. I need you here in case things go sour and we need an ETO." Ward told her.

May, unhappy at being stuck on the bus, understood he wanted to protect those on board and have a pilot on hand in case they needed to make a quick break.

"Amber's got a spare suit in her bunk." May said and Tilly went to change.

"We have half an hour before we even land. Let's gear up." Ward instructed.

He led Toby and Carl down the stairs to the lab and dug out the camera headsets. He quickly showed them how to use and monitor the sets and starting strapping all sorts of weapons to his body. He wasn't dressed for a mission, but he needed to get Nat out.

Sue and Rob entered the room and watched as Ward placed a knife up his sleeve.

"You're not going in alone are you?" Sue asked worried.

"No. He's got me." Tilly said, entering the room, dressed in Amber's suit.

"You have _got _to be kidding me. You're going to put your sister in danger?" Sue asked.

Rob placed a hand on her arm to quieten her and pull her to one side while Ward made Tilly stick her arms in the air and fastened a belt to her before he loaded it with weapon after weapon, finishing with a pair of sticks. He finished preparing Tilly by placing one of the headsets on her. Her heart rate immediately began to beep on the monitor. To Sue's surprise: it was holding steady. Ward placed the second one on his own head and his heart rate appeared beside Tilly's.

"Best access is the roof. I can put us in stealth mode and drop you down. Extraction same way so make sure you have three ropes." May's voice came over the intercom.

Ward pulled three safety ropes out of the cupboard and divided them between himself and Toby. Together they tied them to anchor points in the cargo hold and placed the coils by the doors.

Tilly and Ward fastened Karabiners to their belts and positioned themselves by the cargo door.

"Ready when you are May." Ward said, glancing at the smile on Tilly's face.

The cargo door opened and when it was low enough Ward and Tilly jumped.

Attention turned to the monitors as Ward and Tilly sailed down the ropes and landed deftly on the roof. They disconnected themselves and made their way over to the door. It opened quietly and they hugged the halls to try and locate Romanov. Ward was about to step out of a junction, but Tilly pulled him back. She had seen someone enter from the other side.

"We can take him out easy Til." Ward whispered.

"Maybe, but he's either just come from or are going to Nat. If one of us follows him and the other goes where he came from we'll find her."

"We are _not _splitting up in here." Ward told her putting his foot down.

"Fine. Then let me do this." Tilly said pushing past him.

"Wait!" Ward hissed at her but before he could stop her she had entered the corridor and had attracted the attention of the man.

"Hi." Tilly said smiling.

"Who are you?"

"Ok. You caught me. I was brought in with the redheaded woman, but I managed to escape." Tilly told him, dazzling him with her smile.

"If I escort you back to the room we're keeping you are you going to cause trouble?" he asked her. If this girl had escaped on his watch he would have been hung, drawn and quartered so he wanted to get her back there as quickly and quietly as possible.

"I won't make trouble." Tilly promised him.

The man took her by the arm and dragged her down a number of corridors stopping outside a door.

"Wait there." He ordered her.

Tilly stood by the door and waited for him to open it.

Ward having not only seen, but heard what Tilly was doing crept along behind them, ready to step in if he was needed.

He watched as the man stood outside a door and fiddled with some keys before unlocking it. The door opened wide and that's when Tilly aimed a well placed elbow to his throat. The man fell to the floor.

"Well that was effective." They both heard Toby say from the safety of the bus.

"Wasn't it just." Ward admitted as Tilly raced into the room and he raced to join her. He got into the room to find Romanov handcuffed to a chair, blood trickling down her face. He dragged the man into the room and pushed the door to.

"I can't believe you brought baby sis to come and get me." She said as Ward tried to pick the handcuffs.

"It was either her or Toby."

"Good call!" Romanov told him, while Toby said 'hey' down the comms line.

"These cuffs aren't budging." Ward told her.

"They're unpickable cuffs."

"Balls. No cuffs are unpickable. You just need the right tools." Tilly said waving Ward out of the way.

She crouched by Romanov and pulled a small tool from her weapons belt.

"Bolt cutters?" Ward asked as he saw the flash as Tilly worked.

"Yeah. We knew she was handcuffed and I had the room so..."

"Where? I stocked that belt up myself." Ward countered

"That'd be telling."

"You guys better stop arguing and get her out of there. These ropes are about to be spotted." May told them.

Ward untangled Romanov from the cut handcuffs and led her to the door. Romanov made Tilly hand over the weapons belt and then sandwiched Tilly between herself and Ward.

"So if I talk they can hear me?" Ward and Tilly heard Sue's voice down the comms line.

"We sure can Sue." Ward said.

"Oh."

"What's up?" Tilly asked as Ward waved her around a corner.

"You two do realise you have both brought guests over for Christmas, but we can discuss that later." Sue said, before remembering what they were doing.

The three of them reached the door to the roof and an alarm went off. They burst through the door and raced over to the hanging ropes. Ward and Romanov connected their belts to the ropes and pulled themselves up, Tilly, having lost her belt, wrapped her hands and feet in the rope.

"I'm on. We're good to go." Tilly said as Ward and Romanov reached the door to the cargo hold.

May set off while Toby and Carl hauled Tilly's rope up.

Once her feet were on solid ground again she walked over to the button on the side and closed the cargo door.

"Let's hope your other half isn't so complicated." Ward told Romanov as he removed all of his weapons and dragged her to the table to stem the flow of blood down her face.


	31. Chapter 31

"Tell me you are packed and waiting for us at an airport?" Ward asked when Hawkeye answered his phone.

"Not exactly. I may need an extraction."

"Where are you?"

"Amsterdam."

"We'll be there in an hour."

An alarm sounded over the phone.

"Make it a quick hour." Hawkeye hissed before hanging up.

Ward rounded on Romanov while May adjusted their flight plan.

"This isn't my fault." She said

* * *

May landed the 'bus in the fields around where Hawkeye told them to meet him. Ward dropped the cargo door and saw Hawkeye running full pelt towards them, being chased by ten men. Grabbing a sniper rifle from the gun rack, dropped to the floor and took his aim.

"I'd take cover if I were you." Ward told Tilly, Rob, Carl and Sue.

Sue flinched as Ward pulled the trigger. Once, twice, three times.

"May, get ready to take off." Ward told them as a jeep appeared.

"GO!" Hawkeye shouted as he made it to the 'bus and dived up the ramp. He quickly spun to face his pursuers, drew his bow and fired a single arrow at the jeep. The arrow, being one of Hawkeye's special ones blew the jeep up. Carl looked on in amazement as Tilly closed the cargo hold door. They felt the plane judder as May took off.

"Got a band aid?" Hawkeye asked, showing a bullet wound to his arm.

Nat and Ward dragged him to the table and started to dress it.

"Hold on guys. Why don't we take this opportunity to teach?" Toby said, nodding at Tilly and Carl.

"Always the teacher." Tilly moaned, as Ward and Romanov exchanged a look.

"You already taught her this? Toby asked, mentally making a note to ask them what they hadn't taught her.

"We did. It saved many ER trips." Ward admitted.

"I haven't learned it." Carl said.

"Well get in here and learn something." Hawkeye told him.

Ward and Romanov stood back to let Carl have access to the bullet hole and, under guidance from Ward and Romanov, dug the bullet out of Hawkeye's arm, cleaned and then stitched the wound before wrapping a dressing around it.

"Anyone fancy a spar?" Tilly asked.

"Go on, I'll give you a run." Ward said.

Romanov eyed him up as if he was crazy.

"It's been a while." He admitted.

* * *

"We're home!" Ward yelled as he led everyone through the door.

He stopped suddenly when he came face to face with Skye, who was stood waiting for him, arms crossed over the top of her bump, and tapping her foot.

"You went out on a mission." She stated.

"No." Ward lied.

"You went out on a mission." She repeated.

"Not in the strictest sense." Ward told her, hearing Toby chuckling behind him.

"YOU WENT OUT ON A MISSION!" Skye screamed at him and she started crying.

"Why don't I go show you guys where you'll be sleeping?" Coulson told May, Tilly, Carl, Rob Sue, Romanov, Hawkeye and Toby.

They followed Coulson across the open plan sitting/dining room and up the rustic wooden staircase onto the balcony that looked over the room and out through the giant windows.

"What was all that about?" Tilly asked. She had seen Skye not that long ago and she seemed fine.

"Someone opened their mouth and reminded her of Bahrain. Now she's got it into her head that Ward's going to get killed on a mission." Coulson explained to her.

"I have never seen anyone make Ward look that uncomfortable." Toby said with a laugh.

"You've not spent any time with him and Tilly in a confined space." Romanov pointed out.

"Tie Wrap." Hawkeye added, making Carl let out a chuckle and turning the tops of Tilly's ears pink.

"That was you?" Sue asked, shocked.

"Guilty." Tilly admitted.

"What was you?" Toby asked. Out of all of them he was the only one who hadn't heard the story.

"I tie wrapped Grant to a chair on his wedding day."

"He paid you back yet?"

"No. Not yet. I think he's biding his time in the hopes I'll forget."

"Anyway. Tilly, you're in here sharing with Amber, Carl you're in there sharing with Kain. Nat, Hawk, you two are three doors that way, Sue, Rob, you have four doors that way. If you need us, Skye and Ward are in that room, May and I will be in the next one and the furthest room is Fitz Simmons." Coulson told them pointing to each room in turn.

"Speaking of Fitz Simmons. Where are they?" Tilly asked

"They set up a lab in the outhouse. Thought it would be safer as far away from Skye as they could get." May told her.

Tilly ran into the room she would be sharing with Amber and dumped her bag on the floor before hurtling down the stairs and out of the door towards the outhouse. Carl, however, decided to unpack his possessions for the holidays and see what he could do in a room full of strangers.

He made it back to the sitting room to find Ward on the sofa consoling Skye, who had clearly taken a while to calm down.

He didn't know what to do.

"Carl. Do whatever you want, there's a TV in that room with video games consoles and a DVD player, there's a random collection of books that you can read, you could do coursework, talk nicely to Toby or May and catch up on some training or you could go for a walk." Coulson told him, seeing that Carl looked lost.

Thinking it would be nice to chill out and relax by playing some video games he headed towards the games room.

He got about halfway there before his attention was diverted.

"Can we go get some decorations and a tree? I'm sick of being cooped up." Skye moaned.

"You want to go out?"

"Yes."

"Even though you are vastly approaching the same width as you are tall."

"I swear to god I will shoot you."

"And the doc said to take it easy because your blood pressure was a little low."

"It was fine an hour ago when Simmons checked it."

"Fine, I'll go get Tilly. If we don't take her I will never hear the end of it!" Ward conceded defeat, lifting Skye's legs off his and getting up. "You coming too Carl?"

"Damn. How do you do that?"

"It's a talent. Are you coming?"

"Yeah. I'll come too. I'll go get Tilly. You seem to have your hands full." Carl said, nodding at Skye who was struggling to get up off the sofa.

Carl went to find the outhouse while Ward helped Skye up.

* * *

Half an hour later six of them were wondering around the store picking out decorations. When Carl had told Tilly where they were headed Fitz and Simmons had wanted to go too.

Tilly and Fitz were racing down the aisles like children, pulling out decorations, looking at them, throwing them at the others and if they decided that they liked it put it in the trolley Ward was pushing. Skye waddled beside him, holding his hand.

Carl and Simmons were doing their best to remain calm, but Tilly and Fitz's energy was starting to rub off on them and they joined in the decorations hunt.

Skye laughed when Tilly attached a loose bauble to each of her ears and threaded tinsel through Simmons hair. Fitz came running up to Simmons with something in his hands.

"We are definitely getting that!" Ward called, looking at the mistletoe Fitz was holding.

Five people turned to look at him.

"You aren't a mistletoe kind of guy. You tend to avoid it." Tilly pointed out.

"True, but I have an idea that might just make your Christmas." Ward said, not going into more details. Skye saw the faintest hint of blue appear in his eyes and guessed what he was planning for it.

"So we have lights, tinsel, baubles, mistletoe, this weird santa sleigh thing Tilly picked out, an inflatable snowman, for some bizarre unknown reason. All we need now is a tree." Ward said, attempting to corral everyone into the yard to pick out a tree.

"We don't have a star!" Tilly announced.

"Or an Angel, which is an acceptable alternative." Simmons pointed out.

* * *

"Where is everyone?" Toby asked as he walked into the lounge.

"Ward, Skye, Fitz, Simmons, Tilly and Carl went to go get us some Christmas decorations, Amber is out collecting wood for the fire. She can't seem to get enough of it. Kain is playing video games and Rob and Sue went out for a walk. Nat and Clint are probably talking to Fury somewhere." May told him as she laid relaxing with Coulson on the sofa.

"So is there anything I need to know?" Toby asked.

"Like what?"

"Meals, shower schedule, cleaning, things like that."

"Cooking, we take it in turns, except Skye, but seen as though she can't cook it's no hardship. Turns to clean up after, everyone is responsible for common areas and shower is first come first served." Coulson explained. They heard the cars pull up outside and went to help with their shopping.

To their surprise Sue and Rob got out of the car too.

"They collared us at the bottom of the drive and offered us a lift." Rob explained.

Together they made light work of the bags and bags of shopping and the tree.

"How much did you guys buy?" May asked, dumping the last back on the sofa.

"Half of its food for Christmas Day." Tilly explained.

"That reminds me." Sue started.

"Yes Sue, we both know the rules." Ward interrupted her.

"What rules?" Skye asked.

"If you bring a guest for Christmas Dinner you have to cook. Both Tilly and I brought guests which means we are cooking Christmas Dinner."

"Wait, you two and sharp objects in the same room?" Romanov asked as she walked through the door, shaking snow out of her hair.

"I didn't know it had been snowing Nat?" Ward asked, wiggling his eyebrows at her.

She picked up bauble and launched it at him. He ducked, it hit the wall and bounced onto the back of Skye's head.

"That's enough children." Coulson warned them gently as he picked the bauble up and put it back in the bag.

"I'm going to get a saw and put the tree up." Ward said, guiding Skye, who had tears in her eyes, onto the sofa.

"Oh no you don't. _I_ will go get the saw, _you _can out the food away." Coulson told him, not really wanting Ward and Romanov to have any sharp objects between them.

Ward, Tilly and Carl picked up the food and headed to the kitchen, while Coulson left to get a saw. Romanov sat on the sofa next to Skye, slipping her a bar of chocolate. Sue, Rob, Fitz and Simmons started unwrapping the boxes of decorations and placing them around the room. Coulson returned with the saw and began to prepare the tree.

* * *

"A little to the right." Tilly said, as Ward put the baubles on their tree.

"Yeah. Now a little to the left." Skye said, trying to hide a snigger.

"Little more to the left." Romanov said, joining in on the joke.

"No. It needs to go the right." Toby told him.

Ward, put the bauble down and turned to face the group of people.

"Are you kidding me?" he asked them, looking from one person to the next and seeing equally guilty looks.

"The tree's fine. We just need to get the star on the top." May said, tossing Ward the star.

"How on earth is he going to reach?" Carl asked.

"Can you keep a secret?" Ward asked them with a wink, earning nods off Carl and Toby.

They saw Ward's eyes turn clear and bright blue and the star slowly floated out of his hand and towards the tree, where it drifted up the side of it and placed itself gently on the spiky branch at the top.

"Looks good." Rob said. He and Sue had decided to unpack while the team decorated the tree. "Did any of you idiots check to see if the lights actually work?"

Ward looked at Hawkeye.

"Oops." Hawkeye said with a shrug.

Tentatively, Rob flicked the switch and all of the lights came on.

"Wow! It's like Santa's grotto in here." Coulson said. He hadn't realised how crazy Tilly and Fitz had been when selecting their decorations.

"What do you guys plan to do with this?" Toby asked, picking up the mistletoe and holding it over Skye's head.


	32. Chapter 32

"What the hell do you think you're doing?" Amber screamed at Fitz as he kissed her on the cheek.

Fitz shrugged his shoulders in reply. The rest of the room hid their laughter while they placed the presents under the tree to be opened the following day. At first Rob and Sue were confused as to how they had managed to follow Amber with the mistletoe, but Fitz had told them he had attached it to the dwarves.

She stared at Fitz. The men in the team seemed to have all gone crazy. Every time they passed her they kissed her on the cheek, and then, as Fitz had done, shrugged their shoulders at her when she asked why.

"Gaahhh!" She cried, storming to the kitchen to get a drink getting ambushed by Toby as she did.

"What's going on with everyone? I think being cooped up in this cabin is driving them all crazy!" She complained at Tilly who was preparing the stuffing for the following day.

"I have no idea." Tilly replied, squeezing a lemon and making it look far too easy.

"Well I wish they'd stop. I can't walk across a room without them kissing me."

Ward walked in at that point to cook dinner, kissing Amber on the cheek as he passed her. She glared at him and stormed from the room.

Tilly glanced at Ward, noticing his eyes were blue as she did.

"Are you going to tell her?" She asked him, pulling a large bunch of Parsley towards her and started chopping it.

"Not planning on it. Way too much fun." Ward replied, pulling pans and ingredients towards him.

"How are you still following her? She's in another room?" Tilly asked, noticing the blue deepen.

"I just need to concentrate on the mistletoe and her and it follows her."

Tilly tossed a cloth at him, which he caught and returned to cooking.

* * *

"100. Here I come ready or not!" Kain yelled removing his blindfold.

Having eaten they'd all decided to play a game together to keep them being bored. Coulson remembering what happened the last time Ward and Romanov got bored readily agreed. After a quick discussion with Twister and Tag ruled out as Skye couldn't join in they agreed on Hide and Seek. To make it fair they spun a bottle to see who would seek.

Kain had already come up with a plan. Take out the weak links then they could help him find the others. Finding master spies wouldn't be easy but the more people the better chance he had. Fitz, Simmons and Sue should be easy to find, not having the training the others had. Moving from the hall he headed for the bathroom. He aimed to find Skye first. Not only had she got the training that would help him find the others, she knew them extremely well. Also as she was pregnant there would only be so many places she could hide, the bathroom being one of them.

Frowning he searched coming up empty in the bathroom. Turning to leave and find Fitz he noticed a bulge in the curtains in the hall. Striding over he pulled them aside to find Sue.

"Found you. Come on I know where Fitz is."

As the pair headed outside both missed Ward laughing silently as he watched them from his hiding place. Neither did they notice the creak come from the kitchen as Skye stuck her head out of the door. Ensuring the coast was clear she shuffled across the hall heading straight into the bathroom Kain had just checked. Seeing all of this, Ward grinned, proud of his wife's ingenuity.

* * *

Outside Kain led Sue straight to the lab Fitz-Simmons had been using. He knew that the pair felt most at home in the lab so reasoned at least one of them would be hidden in there. It was that or under a bed.

It didn't take him long to find Fitz. Bending down he found him sat under a lab table, hands gripping his knees. Seeing he'd been caught he accepted Kain's hand to haul him up.

"Anyone else in here?"

"No. May came outside but I don't know where she went."

"OK. Let's look around outside."

Heading back towards the cabin it turned out to be easier to find Rob than they'd previously thought. Standing beside the lab they could easily see him hiding behind a planter, where he wouldn't be seen from the cabin. Picking him up they spread out searching the garden for any of the others. Coming back together all they had found was a woman's t-shirt. Deciding they wouldn't find anyone outside they headed back inside. Remembering his earlier thought Kain led them upstairs, heading into Fitz-Simmons bedroom. Crouching under the bed they found Simmons who immediately started sneezing from stirring up dust under the bed.

"Have you tried the games room?" She asked between sneezes.

Shaking their heads the group headed that way, checking behind chairs and curtains as they headed that way. The people left to find were better than that, the group knowing they would have to start thinking outside the box to find them. Fitz-Simmons were already discussing where their teammates were likely to hide. The games room had only a few places anyone could hide, mainly being filled with comfy chairs, a few chairs and stacks of games beside huge TVs. Nobody was hiding beneath the tables, not that they expected that of anybody who was yet to be found.

"Nobody's here." Fitz complained leaning on a stack of games.

"Fitz!" Simmons warned as it began to sway slightly.

Before anyone could react the games fell. Everyone winced as they crashed to the floor, though the sudden cry of pain was puzzling. Rob and Kain began moving the games, eventually unearthing Carl who'd been hiding behind them.

"Oh hey! I found someone!" Fitz grinned.

"Oh Fitz!" Simmons sighed exasperatedly.

"Let's try not to crush the next person we find." Rob advised leading them from the room.

"What about Coulson's office?" Sue asked as they passed the door.

"Would anyone dare hide in there?" Kain wondered aloud.

"We're talking about Nat and Ward."

"Fair point!"

Coulson's office was fairly boring. Lots of bookshelves for his collectables and a simple desk. It didn't take them long to search the room. There weren't that many places to hide. Simmons was stood frowning at a wall as they finally gave up in the room.

"Simmons?"

"Does that shadow look weird to you?"

"No."

Kain didn't want to deal with Simmons science talk right now.

"The bookshelf shouldn't give a shadow like that." She mussed.

"Do you want me to climb up and check the top of it?" Kain asked sarcastically, rolling his eyes when Simmons nodded.

"Remember who we're talking about." Fitz imputed.

Sighing Kain gingerly began climbing, praying he didn't break anything as Coulson would have his head. Reaching the top he nearly fell back down when he came face to face with Toby. Waving at the surprised intern Toby slid down to join the group, smiling at the look of surprise on Sue's face.

"Well spotted Simmons." He congratulated her. "Where have we got to check?"

"I haven't searched the kitchen yet." Kain offered.

Moving as quietly as possible they headed to the kitchen. With those that were left any chance of surprise was probably unlikely but it might give them a chance. Scanning the room there didn't seem to be many places for people to hide.

"Achooo!"

Everyone jumped at the sound before Rob strode over to one of the cupboards, Carl close behind him. Pulling open the door they found Amber contorted so she could fit, her nose running as she began sneezing again.

"Pepper." She muttered as she uncoiled herself.

"How…? never mind." Carl wondered, shaking his head.

Clearly he still had a lot to learn. After pulling her out all the boys kissed her on the cheek.

"Seriously! Still with this!" She complained before storming out of the room.

Heading back upstairs they decided it was time to check other people's rooms. Coulson and May's room was empty with only Rob, Sue and Carl examining it. The others didn't dare touch anything. The other bedrooms were also found to be empty with only Skye and Ward's left to search.

"Damn. Robot still keeps it tidy." Fitz commented.

"What did you expect?" Carl wondered, knowing one of the things the academy taught was to keep things orderly.

"Skye isn't exactly the tidiest."

"If it wasn't tidy his circuits would have melted." Simmons added.

Pulling open the wardrobe doors she screamed as Coulson jumped out at her.

"Sorry couldn't help myself." He grinned, scanning the group. "Still a few to find?"

Noticing Amber he leant and kissed her check, grinning as she rolled her eyes.

"Yeah and now it's getting difficult."

"Think of the more unusual places to hide. Hawk likes to climb."

"Nat likes to play tricks." Kain remembered.

"Where could Hawk climb in here?"

They all looked at each before Toby offered an idea.

"Chimney?"

They all shrugged and nodded. As he'd had the idea the group made Toby peer up the chimney, no one wanting to get covered in soot. As his eyes adjusted to the dark he found Clint hanging upside down grinning at him.

"I'm not helping you down." Toby warned before moving so Hawk could join them. Noticing Amber and like the boys before him, he kissed her cheek and she glared at him. They quickly brought him up to speed on where they'd looked and what they'd found.

"That's May's." Coulson added when they brought up the t-shirt they'd found. "She definitely won't be outside then."

They'd wandered back into the living room where they'd started. Coulson looked at the sofa wonderingly. It would be like May to hide in the room Kain started and she was small enough to fit under a sofa. Grabbing the back of one he began to tip it up, soon joined by Toby and Carl when they understood what he was doing. Beneath it they found May. Pulling her up, Kain gave her back her t-shirt, which she put on without a word.

Heading out of the room Rob suddenly gave a cry of surprise. Spinning, the group found him rubbing his wrist, a small charm on the floor. As a group they looked up.

"Tilly" Sue cried in concern finding her clinging to the rafters of the roof.

"If your going to do that you need to make sure nothing drops." Clint advised as he picked up the charm and she dropped to the floor.

"This from the guy who got found before me." Retorted Tilly.

"Children." May stopped the argument. "Finish this when we've found everyone."

"Nat, Ward and Skye to find." Kain told them.

"Skye's still hidden?" Tilly asked.

"Maybe Ward taught her better than we thought. Nat likes strange places." Toby wondered.

"We've checked nearly everywhere now." Kain grumbled.

"True, but you don't know them like we do." Tilly told him with a wink.

They quickly rechecked the kitchen and the living room, checking in the most unusual places they could think of. The boiler cupboard, behind the telly, on top of the door, yet no one was found.

"Skye should have been easy to find. She's very obvious now." Tilly commented as she peered behind the Christmas tree.

"Just don't call her a whale!" Sue warned.

"I'm not my brother. But you can't deny the fact she's big now. She should be easy to find." She tripped over a gift box and nearly took the tree out when she fell, but Toby caught her and set her back on her feet.

"Was that there earlier?"

Clint examined the box carefully before opening it, taking a quick step backwards. Nat shot out of the box, pouting slightly when she saw that no one was in arms reach.

"Anyone left?"

"Ward and Skye."

"Way to go Skye. Ward should be easy. Look for somewhere no sane person would hide."

"Tilly's already done that!"

"Outside?"

"No up on the roof."

"No one else is outside."

"Want to bet?" Nat grinned at Kain before heading towards the window. Sticking her head out she found Ward's foot beside her head as he hung from a window ledge.

"Found you!"

"What gave me away?" He asked as he clambered back in.

"Saw your foot. Now we just need to find Skye."

"Oh that's easy."

"Sure." Kain replied sarcastically. "We've checked everywhere."

"Obviously not." Ward grinned ducking to kiss Amber on the cheek.

"Are your eyes blue?" Rob asked, blinking at Ward as Amber glared at him.

"Trick of the light. Shall we go get Skye? I imagine she's hungry again."

Leading them back out of the room he headed to where he'd seen Skye hide.

"I've already checked there." Kain grumped.

"Clearly not well enough." Ward opened the door showing Skye sat on the toilet laughing her head off, clearly having overheard the conversation. Pulling her to her feet Ward pressed a gentle kiss to her lips and rubbed his hand over her belly.

"Well done. The sneak was great. Next time don't stick your whole head around the door. It's a good way to get caught."

"Hang on you knew what she did?" Kain asked, horrified he'd missed it.

"Yeah I watched her sneak from the kitchen into here. You really need to be a bit more observant Kain."

"What've you been up to?" Skye asked him, noticing his eyes and wondering what he'd been up to.

"Why do you say that?" He blinked innocently at her, trying to fade the blue back to brown.

"Your eyes Honey."

"That's why you lot have been kissing me!" Amber shrieked lunging at Ward as Hawkeye and Coulson grabbed her. Ward laughed dancing out of the way as Rob looked on in confusion.

"I thought you said the blue was a trick of the light?"


	33. Chapter 33

Tilly inhaled sharply and sat bolt upright.

"Shhhh. Time to get up." Ward whispered, putting his hand over her mouth.

"What time is it?" She asked him.

"Four thirty."

Tilly groaned as she got out of bed. Pulling her robe around her she followed her brother to the kitchen.

"Why do _I_ have to get up at this time when _you_ overstuffed the turkey?" She moaned as they entered the kitchen.

"You want to spend all day cooking and miss all the fun?"

"Fine, but you better teach me and Carl that dance."

"Sure. We better crack on."

"Fine. You light the oven and I'll start on the veg." Tilly told him, throwing him some matches and pulling a sack of potatoes towards her.

Slowly she started peeling them, before putting them in a bowl of water to stop them turning black.

While she did that Ward prepared the mountains of carrots.

"Do you want sprouts or parsnips?" Tilly asked him when she had finished.

"I'll take sprouts. I need a change of shape."

"Ok. I'll take parsnips, then pigs in blankets. What else is there?"

"Mash."

* * *

Skye woke up and immediately felt her back was cold. Turning over she realised she was alone in the bed. Getting comfortable again she was about to go back to sleep when she saw the clock.

7.45am.

Realising it was Christmas morning, Skye pulled her robe over her pyjamas, and the covers off the bed for good measure, before heading downstairs.

As she crept down the stairs she could hear giggling. It was not from anyone she recognised and went to investigate. She made it to the lounge and saw May and Hawkeye giggling between them, shaking presents from under the tree to try and guess what they are.

"What.."

"SSSHHHHH!" Hawkeye said, pointing at the sofa.

Skye turned to look at the sofa to find Ward and Tilly fast asleep.

"Tell me you've taken a picture."

"Naturally!" May replied, with a wicked grin.

"We were going to dress them up in Santa hats, but I value my life." Hawkeye told her.

"We going to let them sleep or wake them up?" Skye asked.

"Aww, let 'em sleep. We can wake them up when most of us are down." May said, shaking a box with Romanov's name on it.

"Do it Fitz and you will be peeing out of a catheter." Ward threatened as Fitz tried to draw a face on him.

"Well wake up! We're waiting for Kain to wake up and then we can get down to the present opening!" May called, throwing a pillow at him.

Ward opened his eyes and looked at May. At first glance she seemed her usual self, but Ward could tell she was excited.

"I'm going to go and check on the turkey." He said standing up and launching the pillow back at May.

He went to the kitchen to find Tilly had beaten him to it.

"May still getting impatient?" she asked as she basted.

"Who knew she was a secret Christmas freak?"

Tilly laughed, shoving the bird back into the oven and shutting the door.

"How we doing?"

"If we put everything in, in order _and_ on time we should be ready to eat for two."

"When do we next need to come in?"

"What time is it?"

"Eight."

"We don't need to do anything till midday. Grab some cereal boxes and we'll hand out breakfast."

Ward took the various boxes of cereal in his arms while Tilly picked up spoon, bowls and milk. They headed out to the lounge and put everything on the coffee table.

"Who's going under the tree to hand out gifts?" Sue asked.

"I vote it's the last one up." May said, grabbing a cereal bowl, filling it with cereal and milk and picking up a spoon, purely to keep her hands busy.

They all sat, some on the sofa's, some on the floor and Skye in the one chair she could get out of, eating cereal, waiting for Kain to get up.

"If he's not up in five minutes I am going to go wake him up." May cried in exasperation.

"You can hold onto that thought Santa, I hear his door." Romanov told her.

"Kain get your ass down here. May's about ready to rip you limb from limb for making her wait." Ward called up the stairs, earning a death glare off May, and a laugh off everyone else.

Kain arrived in the lounge to be informed her would be the one to dive under the tree.

"How do we do this?" Sue asked, looking at their number.

"Kain dives for a gift; he gives it to the relevant person telling them who it's from. They then unwrap it and show everyone." Rob said.

"That sounds like a plan. But Kain, make sure you get May one first." Coulson said.

Reluctantly Kain crawled under the tree and shuffled presents around until he found May one.

"May, from Simmons." Kain said handing May a small parcel.

May excitedly ripped off the paper to find a snow globe, except it was pyramid shaped and had yellow glitter instead of snow.

"I love it!" She exclaimed.

"Ok, Kain you can get the next one out." Coulson told him.

"Grant and Skye, from Sue and Rob."

Looking at Skye, Ward took the large gift off Kain and sat back down next to Skye. They carefully tore at the wrapping, laughing when three 'baby's first year' frames were revealed.

"You take a picture of them every month for a year and put them in the frames."

"It's beautiful, thank you guys." Skye said, choking back tears. Ward got up to hug them both.

"Alright. Up next. Coulson from Skye."

Coulson looked surprised when Kain said his name, but took the present off him and opened it.

He started laughing when he saw the 'best dad' socks she had given him.

"Thanks, Skye. How did you know I needed a new pair?"

"Doesn't everyone?"

They continued in this manner until Tilly and Ward announced they had to go back to the kitchen.

* * *

"Dinner!" Ward yelled as he and Tilly started carrying dishes of food to their table.

Romanov finished unwrapping the gift she had been given, revealing a tabletop version of Roulette (from Coulson) before they all made their way into the kitchen to help bring the food out.

Before long the table was creaking and groaning under mounds and mounds of delicious looking food.

"This looks delicious guys." Sue told Ward and Tilly appreciatively.

"It better look good. _Someone_ got me up at 4.30 to cook it." Tilly grumbled as Rob filled her wine glass up.

"Who's playing father?" Ward asked bringing the turkey in.

Rob and Coulson looked at each other, a flicker of understanding passing between them before simultaneously saying:

"You are."

"Oh come on. I cooked."

"Yes but Ward, seen as you are the only one here who is _actually _a father, you get to _play_ father." Coulson explained.

"I am not a father; I am a father to be." Ward retorted with a gleam in his eye, placing the turkey in his place setting and picking up the carving tools. He quickly and expertly carved the turkey, placing it on plates, which were then distributed around the table.

They helped themselves to any and all of the food they wanted.

_BANG_

Coulson and Toby went for their weapons while Tilly sniggered at the look on Carl's face. She wafted her Christmas cracker under his nose.

He took the end and pulled.

It went off with a louder bang that they would usually have associated with them.

Laughing, Coulson leaned across the table and handed one end of his cracker to Sue.

"Fitz tinkered with these didn't he?" Rob asked as confetti erupted from the cracker.

"Maybe." Fitz told him, his smile indicating Rob had hit the nail on the head.

Laughing and joking the team (and added guests) pulled the crackers, each one having a different effect.

Ward nearly choked on his wine when May's covered her in silly string.

"Alright everyone! Hats on!" Fitz announced, plonking an ill-fitting paper hat on his head.

"Merry Christmas!" Rob called, holding his glass in the air as a toast.

"Merry Christmas!"

* * *

"I don't think I could eat one more thing." Skye moaned, emitting a loud burp as she sat back down in her chair.

"I'll bet that won't last." Ward jibed at her.

"We saved a gift to open with you guys." May told him.

"So what's everyone got?" Tilly asked, looking around the room at the piles of unwrapped presents.

Rob sat back down on the sofa and showed Tilly his gifts. He had been given a grow your own sports car (May), puzzleman puzzle (Simmons), shooting range targets and a book of trick shots (Coulson), a t-shit claiming 'can't make me – I'm retired' (Tilly), Christmas survival kit in a can (Carl), a toilet golf set called 'potty putting' (Toby), socks, boxers and a cigar (Sue), a t-shirt with 'MILF' written in big letters across the front and 'Man I Like to Fish' across the shoulders (Hawkeye), a hairbrush for bald heads (Romanov), cufflinks emblazoned with 'I'd rather be shooting' (Amber), a motorbike and rugby ball 3D puzzle (Kain) and a selections of 'Awesome Grandpa' t shirts, magnets, a couple of pens and even a pad of paper (Ward and Skye).

Sue sat down next to him, having helped to clear the table. She had received: a kids cooking set and Apron emblazoned with 'We love to cook with Grandma' (Skye and Ward), a new set of hairdressing tools (May), a pair of handmade earrings (Fitz), a genetically engineered sunflower that would grow no higher than 3 foot and requires very little water (Simmons), a set of flower pots (Coulson), a pack of pens and a pad of 'list' paper (Tilly), chocolates (Carl), Flowers (Toby), a sapphire pendant and earring set (Rob), a new pair of rubber gloves, lined with faux fur and gem encrusted cuffs (Romanov), a novelty horse keychain watch (Amber) and a 'grow your own luck' 4 leaf clover growing set (Kain).

Skye showed Ward and Tilly her pile next. She had got: stretch mark reducing bubble bath (May), a pack of lipsticks (Fitz), a cosy toes foot warmer (Carl), a hoody saying 'Imum 3.0' and a picture of 3 babies on the front (Toby), Sleeping Beauty BluRay (Hawkeye), lavender body lotion (Romanov), natural sleep balm (Amber) and a book on Ancient Egypt (Kain).

She had elected to wait to open Ward's and Tilly's gifts, Coulson having requested she open his last of all. She also saved the gift from Simmons as it was gifted to both her and Ward.

May excitedly showed them everything she had received, which included: a Jacuzzi bathmat that will turn any bath in a bubble heaven (Skye), a bobble head figure that sings 'Sexy and I know it' when it's head moves (Fitz), two pairs of diamond earrings, one pair of studs for everyday wear and one pair of dangles for parties (Coulson), a mug claiming May's 'Proud to be a Gramz' (Tilly), a soft malleable panel that once placed on the floor could give anyone standing on it a small electrical shock (Carl), A handheld buzzer that was the exact sound of the lie detector buzzers at the academy (Toby), a plushy and soft dressing gown (Rob and Sue), a stuffed toy snake that Hawkeye proudly announced was over a metre long (Hawkeye), boxing grannies and racing grannies games (Romanov), a t-shirt saying 'NOT a pilot' (Amber) and an inflatable pool table for the swimming pool (Kain).

Simmons emerged from the kitchen.

"What we doing?"

"Tilly and Ward want to see what we've all got, so we're showing them while Amber, Kain and Carl are cleaning up." Toby told her, rummaging in his pile, pulling out the gift Ward had given him "I will make you pay for this." He told him, waving an inflatable doll under his nose.

Ward simply laughed.

"What else did you get Toby?" Tilly asked, wondering why her brother would have done that.

Toby continued showing Ward and Tilly his gifts: An extra loud whistle (Skye), body padding, including a jaw guard (May), 'crap jokes' and 'toxic area' toilet paper (Fitz), A t-shirt saying 'choose your weapon' and pictures of guitars (Coulson), a framed photo of Ward, Romanov and Toby Skye had managed to find from their time at the academy (Tilly), complete James Bond collection (Carl), chocolates (Rob and Sue), Johnny English on DVD (Hawkeye), Pink Panther movies on DVD (Romanov), a stress ball shaped as a banana (Amber) and a pencil sharpener shaped desk tidy (Kain).

"Come on then peaches! What did you get?" Ward asked.

Hawkeye briefly showed him the mug Ward had got him.

"The clothes disappear when you put something hot in it." Ward explained.

Rolling his eyes, Hawkeye proceeded to show them what he had. A blow up mattress (Skye), a Quiver that was designed to only allow his DNA to use it (Fitz-Simmons), a magic 8 ball (Coulson), Velcro knife throwing game (Tilly), shower gel that resembled oil (Carl), hangover survival set (Toby), a book titled 'a cure for the fear of spiders' (Rob and Sue), a spider catcher (Romanov), a USB stick bracelet (Kain) and a soft plushy pig that screams when thrown (May).

"My turn!" Fitz called, eager to show his goodies.

A stuffed monkey toy and adoption certificate (Ward), Jungle Book on BluRay (Skye), Planet of the Apes (May), Build your own robotic arm (Simmons), a bucketful of Kinex (Coulson), a t-shirt saying 'I don't need the internet – my girlfriend knows everything' (Tilly), a rocket scientist mug (Carl), Lego City (Toby), a book titled 'you know you're an engineer when' (Hawkeye), a book titled ' Inventions that DIDN'T change the World' (Romanov), a bottle of Scotch Whiskey (Kain ) and Snow White on BluRay (Amber).

"You and those damn monkeys." Simmons complained.

"I like monkeys. You need to get used to that." Fitz retorted, defending his passion for them.

"Moving on." Coulson reprimanded them gently.

"Moving on to, Ward, care to explain these?" Simmons asked, holding up a pink and green polka dot bra and panties set.

"Just in case you lose them all again." He told her, shrugging his shoulders, winking at Skye when Simmons had turned back to her pile of gifts.

She showed Tilly and Ward: a spa set (Skye), a new scalpel set (May), a new centrifuge for the lab (Coulson), a gingerbread house kit (Tilly), Downton Abbey on DVD (Carl), a book called '211 things every smart girl should know' (Toby), a hobby book teaching patchwork quilting (Rob and Sue), a 'Biologist because Badass isn't an official job title' mug (Hawkeye), lizard beanie toy (Romanov), a selection of teas hamper (Amber) and a range of massage oils (Kain).

"What did you get Coulson?" Tilly asked excitedly.

"Well you already know about the Thor's hammer Newton's Cradle" he told her with a laugh.

Coulson pulled all of the items out of the Santa sack she had got for him: an engraved whiskey glass saying 'proud granddad' (Ward), a hovering model of a Dwarf (Fitz), a tie that plays 'Jingle Bells' when pressed (Simmons), a 'superhero's on board' bumper sticker (Carl), first ever set of spy glasses (Toby), a book on Military histories from around the world (Rob and Sue), Beetledrive board game (Hawkeye), Hair Dye (Romanov – she told him it was to cover all the grey she and Ward had caused!), a scale model of Lola (Amber) and a 'things that may come in handy' tin (Kain).

"Come on Nat. Just you left while we wait for the others to join us for the rest of the present opening." Ward said, adjusting his position on the floor, making Skye groan as she had to wriggle to find another comfy spot.

"Well what you got me isn't really appropriate with parents in the room."

"What did he get you?" Tilly asked curiously.

Ward leaned over to her and bent down to her ear.

"Candy thong and lickable calendar." He whispered to her.

"Same as last year then." She said with a laugh watching Romanov pull out the not so risqué gifts out of her sack.

She had been given: a bottle of Tequila (Skye), a remote control spider (May), an attachment to her spiderbites that would inject a neurotoxin into the bloodstream upon request (Simmons), a pack of 1000 dominoes (Tilly), a 'sat nag' in car nagging system (Carl), rotating wine bottle rack (Toby), Impossipuzzle Smarties edition (Rob and Sue), a ruby set Caladdagh ring (Hawkeye), backgammon (Amber) and a 'butthead' ball throwing game (Kain).

"Oooo. Backgammon. Haven't played that in years!" Tilly said inspecting the game.

"Maybe I'll give you a game later." Romanov promised her.

"Do those two ever stop arguing?" Carl asked, drying his hands as he joined them.

"No. I think they are at different stages of their internship." Coulson told him.

"What do you mean?"

"He means Amber's developed a self confidence and Kain doesn't like it." May told him.

"Anyway! Enough shop talk. I want to see what you got!" Tilly told him, putting an end to the discussion.

"Yeah. That reminds me. Hair gel? Seriously Tilly? Hair gel?"

"I thought it would be ironic seen as though you now have no hair."

Carl pulled out a book on classic pranks (Ward), before skirting over a jack in the box toy (Skye – she had told him not to show Tilly), a pair of dancing shoes (Fitz), a cookbook (Simmons), a set of lock pickers (Coulson), some bobbly reaction balls in varying sizes (Toby), Chocolates (Rob and Sue), Melissa and Joey Season 1 DVD (Hawkeye), a fully stocked first aid kit (Romanov), Tangled (Amber) and a flick knife (Kain).

"Carl, will you go tell those two to leave clean up for now. I think May's going to blow a blood vessel." Coulson told him, seeing May getting antsy.

"But I want to see what they have first." Tilly pointed out.

"Fine. But make it quick!" May told them.

Amber quickly showed Tilly what she had received: A poker set (Ward), Bambi on BluRay (Skye), a small model of a weasel (May), A set of luxury shower gel (Fitz), a wall clock in the shape of Big Ben (Simmons), an advanced drivers course (Coulson), a pedicure set (Tilly), cocktail shaker lip balm (Carl), a desktop duck shooting game (Toby), pyjamas (Rob and Sue), a backwards watch (Romanov), and Freddy the frog (Kain).

Kain followed Amber almost immediately seeing the look on May's face. He showed them: a sky planter (Ward), glow in the dark show laces (Skye), a packet of fake blood (May), a game of mouse trap (Fitz), office pranks set (Coulson), a flick knife (Tilly), a toothbrush in the shape of a gun (Carl), bacon flavoured toothpaste (Toby), funky and colourful socks (Rob and Sue), last man standing drinking game (Hawkeye), Cap Zappa bottle opener (Romanov) and clown shoe slippers (Amber).

"Ward and Tilly better open some of their gifts." Hawkeye pointed out, looking at the pile of unopened gifts still under the tree.

There was a soft groan from May.

"It's ok. Let may open her last one first." Ward told him.

May's face brightened as Kain tossed her the large heavy square object.

"To May, Merry Christmas, Ward" Kain announced as May tore the wrappings off the gift.

She walked around the back of Ward, smacking him around the back of the head with the book he got her, before bending down to his ear.

"Seriously? Karma Sutra. I wasn't that bad." She whispered.

"Ok, NOW we can let Ward and Tilly open theirs." Coulson said, stalling an argument between Ward and May, curious to know what he had got her.


	34. Chapter 34

Kain handed the gifts to Ward and Tilly, who sat unwrapping them, Tilly squealing in delight.

She opened a frosted glass chess set (Coulson), a diary that reminds people of what they have written in it (Skye), a book on learning Chinese (May), a new soldering iron (Fitz), a selection of loose gemstones (Simmons), a book where Tilly could enter her own recipes (Carl), a new food mixer (Rob and Sue), a remote control helicopter (Hawkeye), some waterproof camouflage makeup (Romanov), a Dora the explorer and SpongeBob Squarepants shaped cake tins (Amber), a pair of genetic specific pick up stick (Kain) and a Bosu balance ball and a bell on a necklace (Ward).

"I figured you could use the ball to improve your balance and we all know why you need that bell!" Ward told her, launching a scrunched up ball of wrapping paper at her.

"I don't know why she needs the bell." Carl said, giving Ward a curious look.

"I don't want to know why, but I have a feeling I'm going to find out."

"GGAAAAAAAHHHHHHH!" May screamed.

"I don't think the bell works!" Coulson said, laughing at Tilly who he had seen creep up on May, bell around her neck.

"Come on Grant. I want to see what everyone has got you." Sue told him eagerly.

Ward took a gift of the top of his pile.

"This one is to me and Skye from Simmons." He said, handing Skye one end of the large rectangular object.

They opened it to find a framed collage of them, focussing on their wedding, but including different pictures throughout their relationship.

"Hey! That one was from Tahiti!" Skye exclaimed happily.

"I love it. Thank you Simmons." Ward told her, leaning over and kissing her on the cheek.

"This one is from Skye." Ward said shaking the box slightly before Skye stopped him.

He tore the wrapping off it and revealed a salt and pepper shaker set that was light bulb shaped.

"Very funny!" he grumbled, squeezing her knee.

"Open this one; it might cheer you up slightly." She whispered in his ear, passing him another gift.

He laughed when he saw a t-shirt emblazoned with 'This is what an Awesome Dad looks like!'

"Thank you."

Ward soon found himself surrounded by a small broomstick (May – who said he could use his special abilities to make it fly, ducking as he threw it at her), a gas mask in a can that could be attached to his weapons belt (Fitz), a robot alarm clock and mug (Coulson), Frozen on BluRay (Tilly), Frustration (Carl), What to Expect When You're Expecting and Daddy Day Care on BluRay (Hawkeye), a new Paella pan (Romanov), a ghost themed electric train set (Amber), and a digital photo key chain (Kain).

"I hate you all!" Ward grumbled while smiling.

"We love you too." Romanov replied.

"Hey! Skye still has three left before we all have one last gift each." Hawkeye said, glancing under the tree and reading the labels.

"How can you see that from there?" Rob asked him.

"I see better from a distance" he told him with a wink.

Kain dived under the tree and pulled out Skye's remaining gifts.

"These two are from Ward and this one is from Tilly." Kain said, handing them to Skye.

Skye opened the one from Tilly first. It was a wooden plaque declaring to be 'Gramz' Ward's Cheesecake Recipe'.

"Thank you Tilly!" Skye said, moving the plaque so Ward could see it.

He laughed.

She opened the gifts from him. The first one was a house sign saying 'I can still shoot you' which made everyone on the team laugh as they all knew that was Ward's most popular phrase.

The second was a diamond and pink sapphire bracelet that perfectly matched the necklace he had given her for her birthday. The only difference being that the bracelet had a charm dangling from the clasp.

Tears began to fall from Skye's eyes and she wrapped her arms around his shoulders, burying her face into the back of his neck when she saw it.

It was a simple white gold feather.

"I think we should leave the rest for a while." He announced, earning some funny looks off everyone.

"I agree." Coulson said realising his gift to her might be too emotional at this point.

* * *

Twenty minutes later Skye was fast asleep on the sofa, Ward had changed into his new T-shirt and he and Sue (who was wearing her new apron) went to prepare some food for a buffet they were going to have later that evening.

Tilly and Carl were sat quietly playing chess, Amber, Kain and Toby had disappeared to the entertainment room and were watching Ward's new movie, Romanov and Hawkeye were playing Butt Head, Coulson was sat, keeping an eye on Skye while reading the book Sue and Rob had got him, May was figuring out how to work the electric floor panel while wearing a pair of her new earrings, and Fitz and Simmons were sat off to one side building his Lego city. Rob had disappeared to use the bathroom and hadn't been seen since.

* * *

"Mphm. How long was I out?" Skye asked, sitting up and rubbing her eyes

"A few hours." Ward told her from the floor where he was building his new train set.

"I hope that isn't staying there?" Skye asked him.

"No. Fitz's going to make a room for it and his Lego."

"Hey! Skye's awake! We can finish opening those presents!" Amber called through the house.

One by one they all made their way back to the front room where May (as she had already opened all her gifts) started handing out the one gift that was left for each of them.

"To me from May!" Carl said, tearing at the paper.

It was a big red button saying 'do not hit the big red button'

"Thanks May" Carl said to her with a smile.

"I have one from Fitz!" Rob said, opening his.

It was Double Edged silver handled Traditional Shaving Razor Starter Pack.

"Wow."

"This one is from Toby!" Ward announced, wondering what the hell Toby would have got him after all these years.

It was a dancing trout on a wall mount.

"You will die!" Ward threatened while Toby sat laughing at him.

"That was amazing; I couldn't just let you forget!"

"Forget what?" Skye asked, curiously. She knew Ward had gone the academy with him and wondered what had happened.

"When Ward here was leading first year survival in September, Tilly got a reputation through the Academy when it got out that she hit Ward around the face with a fish." Toby told her laughing.

"IT WAS AN ACCIDENT!" Tilly protested.

"I have one here. Aww, it's from Fitz!" Simmons said, trying to stall any argument.

She opened it and started screaming.

It was a fish tank. And Fitz had written a hand written card saying her would fill it with fish when it was ready.

"Do NOT let Fury find that on the 'bus." Coulson warned them.

"This one is from Fitz too!" Romanov said, holding a VERY small box and shaking it.

She opened it to reveal a ring box.

"See, even Fitz buys me jewellery." She pouted at Hawkeye.

She opened the box to reveal a small silver band with two shapes on it.

Fitz sidled over to her.

"You push this one and the garrotte opens, push this one if you want to pack more of a punch!" he told her, showing her how to use the garrotte ring.

She pressed the 'pack a punch' button.

"OUCH!" Fitz exclaimed dropping the garrotte as a shock of electricity passed though him.

"That's so cool. Thanks Fitz. You ok?"

"I'm fine. It's not the first time that's happened" he told her, returning to his seat.

"Mine's from May!" Coulson said.

"OOOOOOooooooo." Romanov teased.

Coulson opened it.

A complete, mint condition set of Captain America trading cards. Each and every one of them was signed.

May winked at Romanov, knowing she was the one who got them signed.

Coulson was speechless, but pulled her into a bone crushing hug to show her his thanks and appreciation.

"I have one from Simmons." Kain said.

It was a bucket with a lid.

On it said 'I am a bucketful of steam – Don't open me or you will lose me!"

"Erm. Thanks Simmons."

"It was either that or tartan paint."

"Mine is from Clint." Sue said in a gentle voice.

She opened her gift.

It was a Funky Vegetable Kit - 5 extraordinary vegetables to grow.

"Thank you Clint. How did you know I want to grow vegetables this year?"

"Lucky guess."

"This weird shaped one is from Simmons!" Toby said, shaking his gift before tearing the paper off.

It was a talking parrot toy that listens, records and repeats what you say as well as random tweets and whistles.

"Anyone teach that thing to swear and I will hurt you." Skye warned, knowing the kids might learn from it.

"Yes Ma'am!" Fitz said, saluting her request. "Mine is from Sue and Rob. You guys didn't need to get me anything."

"I picked yours." Rob told him.

It was a small envelope, so Fitz slit it and pulled out a card. Inside was a voucher for a day on a range for two people.

"Either I can take you, or you can take master sniper there and we can teach you a thing or two." Rob told him.

"T-t-t-hanks!" Fitz stammered, going pale at the thought.

"I have a gift from a teacher. Isn't that against the rules?" Tilly said to Toby.

"I won't tell if you don't."

Tilly unwrapped the box and found she had a set of six throwing stars in her hand.

"Wow! Thanks Toby. I've never used these before!"

"Really?"

"Yeah. I've seen them at home, but was never allowed my hands on them." She told him, looking at Ward.

"After the destruction you caused after we taught you to throw a knife?" Romanov asked her.

"If you're lucky I'll teach you how to throw them before you go back to the Academy." Ward told her.

"I have a small one here!" Hawkeye shouted, earning twitters of laughter from Ward, Romanov, Toby and Tilly.

"Who's it from?" Sue asked him.

"Amber."

"It's not much, but I thought you might enjoy it." She said to him.

Hawkeye opened it to reveal a slingshot pen. He picked up the screwed up wrapping paper and launched it at Romanov.

"Hey, whaddya know! It works!"

"Amber, you're up!" Coulson called.

"It's from Hawk"

Amber took her last gift. It felt fluid in her hands. She realised it must be clothes of some description.

She opened it to find a t-shirt saying 'What happens under the mistletoe STAYS under the mistletoe'.

"Did you know he was going to do it, or did you give him the idea?" She asked him.

"I knew he was going to do it."

"I hate you both!"

Ward and Hawkeye laughed, while Amber pulled the shirt on.

"Just one more gift left." Ward said, pulling out an envelope he had been hiding from Skye and giving it to her.

"To Skye, lots of hugs and kisses AC." Skye read, tearing the envelope open.

She pulled the papers out and tears started slipping down her face.


	35. Chapter 35

"Skye? What is it sweetheart?" Sue asked tenderly.

Skye was sat in the chair, tears streaming down her face. Ward was sat on the arm trying to calm her down.

He took the envelope off Skye and passed it to Sue.

"I don't understand it." Sue said, reading the papers.

"Those are papers saying that I have officially adopted Skye as my daughter." Coulson explained to her.

Everyone but Ward turned to look at him- this was news to them all.

"It was a spur of the moment thing." Coulson said.

Skye got off her chair and waddled over to Coulson and flung her arms around him.

"Thankyou!" She cried into his shoulder.

* * *

"Are you insane?" Tilly asked Coulson as they cleaned the last bit of the kitchen before everyone retired for the night.

"I don't know what you mean."

"You don't give a pregnant, hormonal whale a gift like that. They would tend to over react."

"I think she handled it fairly well."

"Fairly well? She cried for an hour!" Tilly laughed.

"Could have been worse, she could have gone into labour." Coulson told her, smile playing on his lips.

* * *

"Tilly, why do you have to wake up so goddamn early?" Amber groaned as Tilly got out of the bed.

"Been doing it for years. I usually go for a run, but I think I'd break something. Go back to sleep." Tilly told her, choosing some clothes out of the wardrobe and padding towards the door.

She made it as far as the bathroom and came face to face with Ward.

"Skye alright after last night?" Tilly asked him.

"She's fine. Yesterday really took it out of her though."

"I'll bet it did. We reduced her to tears twice!"

Ward moved out of the way to let Tilly pass into the bathroom.

"Remind me later I have something for you. And are we having our usual boxing day tradition?"

"Ok, and I can't leave Skye here alone, but you can go if you want to."

"She's pregnant not handicapped _and _I don't know the area."

"Skye may only be pregnant, but I don't know if you'd noticed, but she's started to waddle, and can't make it very far doing it, _but_ if someone else wants to stay we can go."

Tilly smiled at Ward and shut the bathroom door, emerging a few minutes later fully clothed in warm, thick clothing. She crept back into the room she was sharing with Amber and dumped her clothes on the bed. She picked up her new book and the object she had to give to Ward and crept back out of the room.

Once out of the room and back into the light of the hall Tilly headed for the stairs, opening the book and starting to read. Tilly sensed that she had reached the top of the stairs and, instead of closing the book and walking down the stairs, elected to sit on the top of the handrail and slide down it with her legs crossed, her nose still firmly in the book. She reached the bottom and jumped off the rail, landing cat like on the floor.

"Where the _hell_ did you learn that?" Ward asked her from the sofa. He had been sat reading one of his books and when he had heard her coming, looked up in time to see Tilly slide.

"What? You don't think you and Nat taught me _everything_ I know do you?" She replied with a wicked grin.

"Pops?"

"Gramz."

"Wait. Stoic, quiet Gramz who taught both of us to cook and wouldn't say Boo to a goose taught you to slide down a handrail?" Ward asked.

"What can I say? Mary Poppins was on TV and Pops was out."

"There's no way."

"There's no way what?" May asked from the top of the stairs. She descended them closely followed by Coulson.

"It's not important." Tilly told her.

"Family Crap?" May asked, turning to face Ward.

"Something like that."

"May. How do you say this?" Tilly asked, pointing to a phrase in the book she had turned back to.

It was the learn to speak Chinese book she had received for Christmas.

"I am not teaching you _that_." May told her with a laugh, gently punching her as she did.

* * *

"So who's up for a Ward family tradition?" Tilly asked once everyone was up.

"What is it?" Toby asked concerned. If it involved the name Ward it was bound to be crazy.

"A short walk." Ward told him, throwing a cushion at Tilly, who dodged it easily.

"And by short you mean a few hours don't you?" Carl asked. He was starting to get to know Tilly and Ward and knew that what you see is very rarely what you get.

"I'm in." Romanov said yawning.

"Yeah, me too." Hawkeye said, wrapping his arms around her and whispering something no one could make out into her ear.

"I'll come. It's not like I have anything else to do." Amber grumbled.

"I want to see how long this is going to take. I'm in." Toby said.

"Screw it. I'm joining the party." Carl laughed.

"Did you really have to ask?" Rob said with a grin.

"I'm going to pass. I can barely walk to the toilet and back." Skye told them.

"I think I'll stay here and make breakfast for when you get back." Sue said. As much as she enjoyed a good walk, she knew she would never be able to keep up with them and the distances they traipsed.

Ward looked at Skye.

"Go already" She mouthed to him.

Soon all of them, bar Skye and Sue had agreed to go for a walk and had gone to change into appropriate attire.

* * *

"Oh wow. Look at the snow." Simmons enthused as she took in how the landscape had changed with the sudden snowfall.

"Only a couple of inches. Won't affect the walk much." Ward noted.

"Can't you see the beauty of it?" Simmons scolded slightly.

"Its just snow."

"You're hopeless." She laughed, still gazing at the winter wonderland picture.

"Come on." Tilly nagged as she began striding towards the forest. Ward with his long legs quickly overtook her, setting the pace and the route for the group. Moving slightly slower than he normally would the party split into two groups. The first group contained the specialists, Ward, Toby, Romanov, Hawkeye, May and Tilly. Slightly behind came Rob, Fitz, Simmons, Coulson and Carl. Carl could have walked with the other group but had hung behind to give Simmons help in the deeper drifts of snow. In certain places the snow had become quiet deep in the forest. Coupled with hidden roots and small trees it was quite a challenging walk.

A couple of hours later the second group was beginning to tire and Tilly was beginning to get bored. When Ward called a break she moved away slightly from the group, planning something to make the final part of the walk more fun. Noticing Hawkeye off to one side she crept round a tree in the direction of Romanov before scooping up some snow. Compacting it slightly she threw it quickly towards Hawkeye before scrambling up a tree so she was out of sight. A sudden cry told her she'd hit her mark.

"NAT!"

"What?"

"Oh that's how you want to play it. It is on." From her hiding place she watched as Hawkeye began pelting Romanov with snowballs. Naturally she didn't let it go that easily and so a snowball war began. Moving through the trees Tilly swung until she was far enough away so no one would think she was the original culprit and dropped to the ground.

A sudden pile of snow dropped on her, making her squeal as it dripped down her collar and down her neck.

"Grant!"

"You started it. Don't think I didn't notice that you threw the first one."

"But why drop snow on me? I didn't hit _you_."

"Taste of your own medicine. Now shall we gang up on Nat?"

"She'll kill us." They both winced as Fitz got hit in the face when May ducked to avoid a snowball flung by Hawkeye. In response Fitz retaliated, unfortunately his aim wasn't as good managing to hit Coulson and Simmons in the face. As they watched the entire group joined in the snowball fight, aiming at whoever was most distracted.

"She'll never know." Ward grinned. "Too chaotic."

"If this goes wrong I'm blaming you."

"Naturally." He quickly scooped up some snow and flung it at Romanov, hitting her straight on the bottom, dodging behind a tree when she turned to glare.

"Hey! You told me off for doing that." Tilly complained as she dropped to the ground to avoid a missile like snowball from her.

"If you can't beat them, join them." He grinned before launching another snowball, slowly retreating in the direction of the house.

It took them another hour to complete a journey that should have taken twenty minutes. They were so caught up in the snowball fight. May quickly caught onto Tilly and Ward's plan joining in so Romanov never knew where the next snowball was coming from.

Eventually they made it back to the cabin, slightly breathless and covered in snow.

"What happened to you?" Sue asked as they all trouped in.

"Snowball fight." Hawkeye grinned shaking his hair free of snow and covering the floor, making her cringe as he did.

"Stop it or no food." She cautioned, smiling slightly in spite of herself.

Moving to where Skye was sitting, Ward gently pressed a kiss on her cheek.

"You're all cold." She complained flinching slightly away from him.

"Really?" He moved his hands towards her exposed neck, laughing when she hunched up to avoid the cold.

"Go get changed. I'll make sure the food is ready when you're downstairs again."

As the group trooped past her she frowned slightly. "Natasha dear, why do you have snow on your bum?"

"Ask Tilly." Replied a retreating Nat.


	36. Chapter 36

**A/N: I know this is a little late - I thought I'd already said it- but Happy New Year!**

* * *

"Oh this isn't going to end well for us." Rob groaned as he moved the car four places, landing on Park Place.

"Cough up, Rob!" Skye told him, handing out her hand for the money he now owed her and Ward.

"We can't afford it! I guess this means we're out" Sue said.

The team had settled down to a game of pairs monopoly (there were too many of them to play as individuals). Ward and Skye were currently winning, having made shocking and slightly strange investment choices, followed by Coulson and May, Tilly and Carl, Romanov and Hawkeye, Toby and his new 'friend' that they had affectionately called Vanessa, Fitz and Simmons and Rob and Sue.

They handed over the last of their money and sat back to watch the rest of the game.

It was now early evening and they had been playing for hours, but with the teams added surprise in the game it was far too interesting to leave or stop playing. They had combined monopoly with Jenga, so if you wanted to build a house or hotel on your property then you had to remove a piece and place it on the top of the tower. If the tower collapsed you couldn't have your house.

"Our go! We'd like to put a hotel on Park Place." Skye said

Ward reached forwards to the leaning tower of Jenga. He focussed on the piece he wanted and it slowly started to move. Once it was free enough for him to take hold of he reached out, took the piece and moved it to the top.

Before he dropped it on the top, he focussed his attention on it again and as his eyes turned blue the piece landed carefully on the top.

Skye rolled the dice and Ward moved their top hat the five spaces she had rolled.

Skye's phone started ringing, so sitting back in her chair she picked it up and answered it.

"Nadia?"

Ward could hear murmuring on the other end and managed to distinguish the words 'broken' and 'attacked'. His senses were immediately put on alert.

"You need to get out of there." Skye told her.

Ward could hear more mumbling that sounded like she had tried. There was a muffled bang on the line.

"WAS THAT A GUNSHOT?" Skye shouted down the phone.

"Where is she?" Ward asked, making the decision to go and get her.

"Nadia, where are you?"

More mumbling. Skye wrote her location down on a piece of paper and handed it to Ward.

"Ok. We're coming to get you." She promised as Ward and Toby headed out of the door.

Romanov, Hawkeye, Tilly, Carl and May all made to go with them.

"No you don't. Ward can handle one guy."

"But how come Toby can go?" Romanov pouted. The one thing she hated more than anything was woman beaters.

"He doesn't get out in the field much due to that problem with his ankle, this is simple enough to show him what an idiot enough he was for destroying it." Coulson told them, watching as they all looked out after Ward and Toby, pouting because they can't go too.

"So whose go is it?" Rob asked, trying to lighten the mood.

"Toby's." They all cried.

* * *

Ward and Toby approached the house an hour later. Ward waved Toby around the side in case things went wrong and he walked up the front path.

He knocked on the door and waited for an answer.

It took a couple of minutes, but a balding, slightly overweight man answered.

"What the hell do you want?" he asked Ward.

"I'm here to see Nadia."

"She's not here."

"Mind if I come in to verify that?"

"Yes."

"Fair enough, but I know she's currently terrified of you and curling up and hiding in the bathroom."

"Who are you?"

"A friend." Ward stated, brushing past him into the front room. "Now, I am going to go upstairs and get Nadia. I am going to stay with her and watch her as she packs a bag before I take her home with me."

"It's not going to happen."

"It will happen and you can either let it, or resist me and suffer the concequences."

The balding man laughed at Ward.

"You do realise I was recruited into Special Forces don't you?"

"Yeah. I know."

It was that point Toby came down the stairs leading a teary eyed Nadia and carrying a small holdall.

"HOW DARE YOU BREAK INTO MY HOME!" the balding man yelled.

"It's not breaking in if you open the window and step back." Toby pointed out.

The balding man rushed at Ward, who saw the blade of a knife and reacted to it. He caught the knife wielding hand and twisted it at the wrist.

"Toby, take Nadia and head out to the car. I want a word with my new friend here." Ward instructed, strengthening the twist as the balding man tried to escape Ward's death grip.

Toby led Nadia to the door, but she turned to watch Ward.

He had disarmed the man and thrown him across the room. Once the man had regained his bearings he hauled himself to his feet and rushed at Ward again.

Ward spun him round so he was facing the wall, kicked his knees so he was in a kneeling position and wrapped his arm around his throat.

"You may have been recruited _into_ special forces, but I was recruited _out_ of them to join the most elite team in the world. Now Nadia is coming with me, when you get the divorce papers sign then and return them promptly and don't you ever come looking for her again. Am I clear?" Ward said to him, bending down and placing his mouth next to the balding man's ear.

He nodded in Ward's grasp.

"Good!" Ward said happily, bringing his elbow down into the balding man's neck, rendering him unconscious.

He dropped the man to the floor and looked up.

"I thought you were divorcing this creep?" he asked Nadia, who had run to Ward as soon as she knew it was safe to do so. Carefully he wrapped his arms around her in support and guided her back to the car.

"At least there's no bullets this time." She joked as she climbed in.

"Or Interns trying to kill us with their driving." Ward said, making Nadia smile, even though she really didn't feel like it.

* * *

"So why didn't Skye come and get me?" Nadia asked as Ward showed her through the door that led into the living area.

"You're kidding? The beached whale coming to get you!" Ward laughed.

Nadia was confused. Skye wasn't fat.

He introduced Nadia to everyone she hadn't met before.

"You want to be careful calling your wife a beached whale. She will get her own back on you." Tilly warned him.

"Speaking of. Where is she?" Ward asked, noticing her absence.

"Bathroom."

"Make yourself at home Nadia." Coulson told her.

Nadia sat in the nearest chair and watched as the strange group of people milled around playing games of varying descriptions, reading books or simple sat talking.

"I wouldn't sit there. That's Skye's chair." Amber warned her.

"Skye has her own chair?" Nadia asked. Skye had definitely changed since she had become involved with SHIELD.

"I do. It's the only one I can get out of on my own, but I suspect that won't last that long." Skye said, slowly descending the stairs.

"Woah!" Nadia exclaimed when she saw Skye's bump. "Now I understand why your charming husband calls you a whale. I had no idea you were pregnant."

Skye looked at Ward, who immediately became busy putting the monopoly board away.

"I will kill him later. I thought I told you last time I saw you?"

"No, you didn't! Jees Skye, you expecting twins or something?"

"Or something." Skye told her while the rest of the room burst into varying degrees of laughter.

Nadia looked at Skye, searching for an answer.

"Triplets." Skye told her.

Nadia's jaw dropped in shock.

"Who's up for a game?" Skye asked, pulling Cluedo out of the game box.


	37. Chapter 37

"Hawkeye! I'm gonna KILL you!" Tilly shouted, getting the attention of everyone in the room.

Her shout was followed seconds later by Hawkeye bursting through the door, with Tilly hot on his heels. Hawkeye ran out of running space and turned to face Tilly, holding his hands out in front of him.

Tilly ran at him.

"Should we not stop this? She's going to get hurt" Toby asked, watching.

"She'll be fine." Romanov promised him, just as Tilly reached Hawkeye, jumped and wrapped her legs around his neck the way Romanov had taught her to.

Just as her body weight balanced on his shoulders, Hawkeye wrapped his arms around her legs, preventing her from using the momentum of the move against him.

"This is going to be interesting." Ward said.

Quickly realising that finishing the move in the traditional way of hurling her body weight forwards and flipping over to land on her feet was out of the question, Tilly assessed her options. Looking around she realised there was only one way she could go.

Backwards.

Tilly threw her body weight to the floor, gripping Hawkeye around the neck with her legs and taking him with her. She flipped him over.

"Oooo.." Toby and Nadia winced as Hawkeye landed on the floor on his front with Tilly landing with one knee on his back and her other foot on the floor.

Ward sat watching with raised eyebrows.

"I'll have to remember that one." Romanov said.

"You mean you didn't teach her that move?" Toby asked as Tilly got to her feet.

"No. We taught her to think on her feet though."

"I've said it before and I'm going to say it again. You're all crazy!" Nadia laughed as Hawkeye managed to roll onto his back.

"What did he do?" Ward asked Tilly.

"Tea towel. My ass."

"Well he brought it on himself then didn't he?" Ward said, shaking his head at Hawkeye's stupidity.

"I keep meaning to ask. What did Dockerty want with you guys?" Tilly asked him taking a seat and pulling her learn Chinese book towards her.

"He wanted the three of us to devise a plan to kill all the first years." Ward told her.

"Why?" Tilly asked him, putting her book down.

"Because when you and Carl are the only two to pass the midyear exams there's a problem." May told her.

"But me and Carl were excused."

"Exactly. And you still managed to pass everything." Toby said.

"Wow. That says a lot. Anyway. I need to go and put some food on for tonight's party. Did we say Fury was coming too?" Tilly asked.

"Yeah. He said he had something for us."

* * *

"Wow, Tilly, look at all this food! Did you cook all this by yourself?" Sue asked as she took in the groaning buffet table.

"Yeah. I think I went a little too far." Tilly admitted, screwing her eyes up at the amount of food she had spent the day cooking.

"So other than a shed load of food, what is the plan for tonight?" Skye asked.

"It's New Years Eve. We do what normal people do on New Year's Eve. We have a party." Coulson told her, passing her a glass of grape juice.

"What do you guys do at a party?" Nadia asked.

"We drink, play games and generally have a good time." Ward told her with a grin.

"No knives." Coulson told them.

"No knives. I managed to pick us up some Champagne bottle party poppers for midnight though." Ward promised.

He led Nadia to the front room where Romanov and Hawkeye had moved the TV to. They were now playing Samba Di Amigo on the Wii and were making some very peculiar movements with their arms.

Ward guided Nadia to one of the sofas.

"Sit and enjoy the show." He told her.

Nadia was surprised, but when Skye sat down next to her she embraced the nuttiness of it all and laughed as Romanov thrust out to her side with the 'maraca' and hit Hawkeye around the face.

As the night wore on and everyone (bar Skye, and to her relief Ward) got slightly tipsy, the games became wilder and wilder until a pairs dance off competition had emerged through Just Dance 2015. Ward sat out as Skye wasn't able to compete, so they kept score instead.

By the time Director Fury arrived about ten, the entire team, bar Ward, Tilly and Simmons were sat with large round black spots on their faces, passing scissors around the circle.

"I don't want to know." He told them, putting down the large thin package he had brought with them.

"We were just celebrating the night." Ward told him, picking himself up off the floor.

"By rubbing burnt corks in each other's faces?" Fury asked as Romanov created another dot on Skye's face with said cork.

"Join us!" Coulson said.

"I think I'll watch."

"I pass these scissors to you crossed." Fitz said, passing Simmons the scissors with their blades parted.

"Correct."

Simmons took the scissors off him and passed them onto Hawkeye, yet again with their blades slightly open.

"I pass these scissors to you crossed." Simmons also said.

"Nope!" Ward told her, smirking as Coulson leant across and dotted her face with a cork.

Hawkeye passed the scissors onto Amber with the blades closed.

"I pass these scissors to you open." He said.

"May. Cork him."

"OH MY GOD! I think I get it!" Skye suddenly exclaimed.

Tilly got up and out of the circle and went over to where Skye was sitting.

"It doesn't matter if the blades are open or closed, it's whether your legs are crossed or uncrossed." She whispered to Tilly so the others couldn't hear.

"She's got it!" Tilly announced, returning to her seat.

By the time everyone had got the idea of the game it was nearing midnight.

"There's only fifteen minutes to go!" Romanov called excitedly.

There was an excited hush as Ward flicked the TV back on so they could count down the New Year while watching the ball drop in New York.

"TEN, NINE, EIGHT, SEVEN, SIX, FIVE, FOUR, THREE, TWO, ONE! HAPPY NEW YEAR!" They all shouted (except Fury who was lurking around the back of the group, rolling his eyes as he watched Hawkeye and Romanov, Ward and Skye, Coulson and May, Fitz and Simmons, Amber and Kain, Rob and Sue, Tilly and Carl and Toby and Nadia all kiss when the countdown was finished.)

Tilly saw Fury lurking and managed to catch Skye's eye. She nodded to Fury and Skye nodded back at her in agreement.

The two girls sneaked around the edges of the room hoping the chaos would distract Fury long enough.

It did.

They placed a kiss each on either side of his face, while Ward, seeing to movement of Skye, caught the moment on camera.

"I hate you all." Fury told them, wiping the kisses off his cheeks.

"Have a couple of beers. You wouldn't give a damn then." Ward told him.

Suddenly there was a number of loud explosion type bangs which made everyone jump and confetti, silly string and streamers covered the room.

"WARD!" Coulson shouted as Ward laughed and threw everyone his Champagne confetti poppers. They all pulled the bases out of the bottles and more confetti erupted from the necks of the bottles, the corks flying across the room.

Tilly however was trying to stem the flow of blood that was now streaming from her nose.

She had pulled the base out of her bottle and when it didn't erupt like the others she turned it towards her to look. That's when it decided to erupt hitting her straight in the face.

"Owww." She groaned as Coulson pulled her hand away from her face to inspect the damage.

Ward was laughing.

"You will bie!" Tilly warned him, which made it even laugh even harder as she sounded like she had a blocked nose.

"Think of this as _most _of the payback for that tie wrap."

"I bidn't bake you bleed!" Tilly protested as Coulson pressed wadded up gauze to her nose.

"No. You humiliated me on my wedding day."

"Enough children!" Coulson said.

"Who's up for another dance contest?" Romanov asked.

"I want to know what's in the package Mr. Fury brought first." Sue said.

Fury picked the package up and handed it to Coulson. There was two parts to it.

One was a door sign saying 'Welcome to the Loony Bin' and the other was wrapped so many times that Coulson was beginning to think that it would never end.

When he eventually got to the end it turned out to be a picture. It was the picture Coulson had taken of his team when they were fast asleep on the sofa.

"Why the Loony Bin?" Rob asked.

"Have you met these people?"

"Yes. They don't seem insane to me."

"We are slightly insane." Ward admitted.

"Ward and Romanov played Russian Roulette with a blank bullet to teach the Interns how to kill people they know." Fury told him, earning looks off Ward and Romanov. "Yeah. I know about that. I could hear Coulson's explosion from the Hub."

"Let's Dance!" Romanov squealed.

Everyone turned to look at her and she blushed violently. Apparently Hawkeye had been trying to eat her from the neck down.

"I think I'm going to go to bed." Skye said, yawning.

"Us too. We older folk can't stay up as long as you younger lot." Sue told them.

"We'll keep it down." Ward promised as he kissed Skye goodnight.

"Vanessa's free if you need a partner Ward!" Toby called, throwing him the blow up doll.


	38. Chapter 38

"QUIET!" Principal Dockerty yelled as the entire student body chatted over dinner.

Immediately the room went quiet.

"Thank you. I hope you all had an enjoyable Christmas and are looking forward to getting back into the swing of things. There are a few announcements I would like to make. Firstly, Matilda Grace and Carl Gravely, meet me outside on the steps."

Tilly and Carl looked at each other, trying to hide their wicked smiles.

"Secondly, all first years will report to the Atrium at zero five thirty sharp tomorrow morning."

A twitter started amongst the second and third years, while the first years groaned in displeasure.

"And finally, when you are finished you are all dismissed. I suggest you all get a good night's rest so you are all fresh for classes tomorrow."

Tilly and Carl finished their dinner and slowly made their way to the front steps. They had their coats with them so, knowing what was going to come next, they put them on.

They bounded down the stairs, noticing as they did that other student were crowding around the Atrium windows.

They joined the Principal by his car.

"Strike two Miss Grace." He told her.

Tilly watched as he pulled one of the three hundred and sixty sticky post-it notes she and Carl had painstakingly stuck in neat rows, following the shape or the car, so that none of the pristine black paintwork could be seen through them.

"What makes you think it was us? I mean, my brother was here today _and _he has a thing for causing me trouble." Tilly told him, her voice slightly defensive.

"Because Miss Grace, your brother was with me all afternoon and when I watched him leave around five my car wasn't covered in, well, _these_!"

"It took you long enough to notice."

"You will both, yes both of you Mr. Gravely I know she didn't do it alone, remove these stickers and pray to God you haven't scratched my paintwork or there will be trouble. Do you understand?" Principal Dockerty asked.

"Yes Sir." They both said.

"Oh, and I want your gloves."

"I thought we had three strikes before you retaliated?" Tilly asked, handing her gloves over.

"You do, but seen as though I'm not going to make it home tonight, you must also suffer."

"I think it backfired on us again." Carl groaned as he and Tilly began slowly peeling the notes off the paintwork, checking each one as they did for scratches.

* * *

"Wow, you two are the first ones down." Toby told Tilly and Carl as they entered the Atrium the following morning.

"Yeah." Tilly said as Carl let out a large yawn.

"Late night?" Toby asked with a laugh.

"I think you already know the answer to that." Carl told him.

"You two should have left his car alone."

"Morning!" Ward chirped as he strode into the Atrium.

"So what's going on?"

"You'll need to wait and see."

They were sat in the Atrium for fifteen minutes waiting for the rest of the year.

"This is pointless; we could be out for a run."

"That was the plan for the entire year."

"Can't we go? I mean it's not like you haven't seen us and don't know where we are." Carl asked.

"Go, but make sure you're both back by seven."

"We usually are."

They returned from their run to find Ward and Toby still waiting in the Atrium, which was still devoid of any students.

"That's bad." Tilly pointed out.

"Yes, thank you Miss Obvious." Ward snapped.

"Why don't you two go and shower up before breakfast?" Toby suggested to them.

* * *

"They seemed really, really pissed off." Carl said to Tilly as they took their seats for Spanish that morning after breakfast.

"Wow. You deduced that?" Tilly asked him sarcastically and he threw a pen at her. She continued "The entire year disobeyed a direct order from the boss; of course they were pissed off."

"I so don't want to be here for the backlash."

Tilly turned to face the door as Marisa walked in.

"YO! M. Have a good holiday?" she asked.

"I did thank you Matilda, and yourself?"

"It was definitely an experience having my entire family in a room like that."

"And you Carl?"

"I spent my vacation with Tilly because I couldn't go home."

"Take your seats, where is the rest of your class?"

"No idea. They were meant to be in the Atrium at five thirty, but no one showed."

"Except you two."

Tilly and Carl laughed and chatted with Marisa in Spanish and helped place the graded exam papers where their classmates sit until the rest of the class strolled through the door.

"Alright. I hope you haven't forgotten everything I taught you last semester because it's about to get a whole lot harder." Marisa warned them before turning to the dry wipe board and writing what she planned to teach them in the lesson.

* * *

"I forgot how crappy this food is." Tilly said through a mouthful of sandwich.

"At least it's not mouldy."

"Yeah. Though it would probably taste better if it was."

"SILENCE!"

Principal Dockerty had stood up and was looking out over the Academy.

"I guess we are about to find out what's going to happen to our year." Carl whispered.

"I don't think it's going to be good, he looks so angry." Tilly whispered back.

"First years, report to the Arena after lunch. If you are not there by thirteen hundred you will be expelled."

Tilly raised her eyebrows as she looked at Carl. They had fifteen minutes to make it to the Arena. They picked up the remains of their sandwiches and headed towards the door.

* * *

"When I order you to do something, you DO IT!" the principal shouted at them when they had all sat down.

"IF YOU HAD FOLLOWED ORDERS YOU WOULDN'T HAVE ALL FAILED YOUR EXAMS! " he calmed down and continued "Due to your abysmal performance and shoddy timekeeping you will be adhering to a new timetable that includes early mornings and weekends. You fail to attend without a valid reason then you will be disciplined severely. This new timetable can be located in the Atrium; I suggest you look at it before you turn in for the night.

Once you have achieved the required standards we are looking for your personal timetable will be amended."

Tilly looked at Carl and they both let out a sigh of relief. They knew they were both above the required standard.

"You will clear the chairs away and prepare for your class." Principal Dockerty finished, before heading back to his rooms.

Taking a chance, Tilly followed, gripping Carl's arm and pulling him along too.

"Sir?" She asked.

"Tilly, Carl. Come and see me after your class. I will give you your amended timetable. Now get back in there before I have to tell you off."

"Yes, Sir." They both said before turning on their heels and heading back into the class room.

Toby watched as Tilly and Carl entered the Arena.

"From now on Monday afternoons will be spent learning various aspects of gymnastics. Today I will be splitting you into three groups and you will then be taught based on your ability." Toby announced.

Tilly noticed his face was still stern and decided that she better not push him.

Instead she, along with Carl and the rest of the students followed his instructions and found themselves split into three groups and now found themselves learning different skills based on their ability level.

"I still can't believe no one turned up this morning." Tilly said as she supported Carl through a back flip, gripping his arm and keeping him upright when he slipped.

"Me either. I mean I heard May complaining to Toby over how ill disciplined and lazy we are as a year, but I expected at least one person to turn up."

"Tilly! I haven't seen you even attempt to do a single flip!" Toby called across the room.

Not wanting to test Toby's patience Carl moved off the mat and Tilly performed the perfect handspring followed by a back flip, round off and double twisting tumble, landing perfectly on her feet.

She turned to face Toby who was having difficulty suppressing his smile.

"Very well. Continue to assist Carl."

"Tilly, why are you even here? I mean, you beat May and Toby at the same time and you are fluent in every language we study." Sarah asked.

"I was going to be fast tracked and put straight in, but I kind of managed to shoot Assistant Director Hill, so Director Fury thought it would be a good idea for me to learn more about weapons." Tilly told her, reciting what she had been told to say when asked that question.

"Doesn't explain why you have such an easy ride round here. I saw what you did to Dockerty's car. If I had done it I would not have walked in here today."

"She's untouchable. Even I don't know how she gets away with so much." Carl told her, coming to Tilly's rescue.

"CARL, SARAH! I DON'T SEE YOU FLIPPING!"


	39. Chapter 39

"So how was your vacation?" Principal Dockerty asked Tilly and Carl as they sat at his desk.

"It was kind of insane." Carl told him.

"I started learning new language." Tilly told him.

"Really? Which one?"

"Chinese."

"Interesting choice. Now with regards to your timetables, you will both follow the weekday timetable of your class mates, while you both stick to Tilly's extracurricular weekend timetable."

"Is that it?" Tilly asked. She was a little disappointed; she expected it to be more.

"Oh and you are both excused from the punishments going to be inflicted on your class by your teachers. Now you both best get to dinner."

* * *

Tilly and Carl hung at the back of the crowd of first years. They had a rough idea on what the new timetable would look like as they had overheard some of the discussions between Toby May and Ward over Christmas.

Once the crowd had thinned enough Tilly made her way over to it.

"Woah!" she exclaimed as she felt Carl arrive beside her.

"I don't think Woah! Covers that." He said looking at it.

They now had to be up for a run at 5.30 every morning, including weekends (they did that anyway, but now it was mandatory). Their classes in the morning were mostly split into three hour long classes and they were now studying more subjects. Their practical classes were more basic skills and fitness based than they were before.

"So tomorrow we have piano class, _singing_ class, Russian and three hours of kickboxing." Tilly announced.

"Yeah! Thanks Till, I can read."

"You won't be complaining when you ask me tomorrow what we have and when."

"No, you're right. I won't. Let me know when you've got it and we can go."

"Got it."

* * *

"Carl, we're going to be late. Will you hurry up!" Tilly called the next morningas she hammered on Carl's door.

"I'm coming, keep your shirt on woman!" he replied, opening his door.

Even though it was still cold outside they both elected to wear shorts and training tops. They made it down to the Atrium a couple of minutes early to find Toby and Ward waiting for them.

"How am I supposed to learn anything and cause carnage with you breathing down my neck?" Tilly asked her brother.

"Me breathing down your neck won't stop you causing carnage."

"No, it probably won't."

Slowly, over the next few minutes, the Atrium filled with first year students in varying degrees of alertness.

"Alright! If I read your name off you will go running with Agent Ward. If I don't you will go running with me." Toby announced.

Tilly and Carl sidled over to Ward knowing he was going to take the fitter group of students.

Once the group had been split into two Ward and Toby set off running in different directions. Within minutes Tilly had caught up to Ward and was trying to persuade him to quicken the pace a little.

The students ran for an hour before returning to the Atrium and being ordered to shower up.

* * *

"Why is it you always get to train with Ward?" Sarah asked Tilly and Carl over breakfast. Her name hadn't been called so she had been left in Toby's group.

"Maybe because he takes the fitter group because he can force a faster pace." Carl told her.

"I wouldn't have thought you two would have been that fit?"

"We run every morning at five thirty for a couple of hours before breakfast." Tilly told her.

"So what's first." Carl asked.

"Piano." Tilly answered, rolling her eyes.

"Please tell me you have no idea how to play the piano." Carl said sarcastically.

"I could, but then I would be lying to you." Tilly told him while Sarah laughed at them.

"Is there anything you can't do?" Carl asked her.

"Deck my brother." Tilly whispered to him when Sarah had joined in someone else's conversation.

* * *

"Do any of you know how to play piano?" their teacher asked as they took their seats.

Tilly looked around the room to see that no one had raised their hands. Feeling self conscious she didn't want to admit she could play.

"I am going to teach you the basics over the course of this semester before teaching you how to put it all together during the next one."

They were given simple exercises to perform and instructions on how to do so. Sounds of multiple pianos were heard in the room as everyone started playing.

Carl sat next to Tilly and watched as Tilly started using both of her hands to compete the exercise.

They teacher walked past and tapped Carl on the shoulder to make him return to his own work before turning her attention to Tilly. When she saw Tilly's fingers pressing the keys she leaned in close.

"Why didn't you tell me you play?"

"I didn't want to stand out too much." Tilly replied, not missing a beat as she played the tune.

"You're the one Toby warned me about aren't you?"

"Probably."

"Let me advance your compositions."

* * *

"I hope the principal realises I am completely tone deaf." Sarah complained as they headed into their singing class.

"I am Harmony. I will be instructing your singing class. And please, can the jokes, I've heard them all before! I have been instructed that you will perform at the Director's Ball at the end of the year. This event is new and allows the graduated Agents a chance to meet each other and share stories."

There was a groan that spread throughout the room.

"Do I have Matilda Grace and Carl Gravely in the room?"

Tilly and Carl stuck their hands in the air.

"I believe Principal Dockerty excused you from this?"

Tilly nodded.

"Very well. I am going to split you into groups based on your vocal ranges. I expect you to sing a few bars of your favourite song and I will tell you where to go sit."

One by one the class sung a few bars of their favourite songs and were quickly split into groups based on the pitch of their voices.

* * *

"Take your seats!" Oleg demanded.

The class took their seats, but owing to the fact Ward and May were sat at the back of the room it took a while for them to settle down.

Oleg gave them the 'I'm very disappointed you all failed' speech before setting them their work. Tilly was beginning to feel nervous with Ward sat behind her so she moved to the opposite side of the table, reading the book she was sharing with Carl upside down.

"Miss Grace, explain."

"I was getting bored, so I thought I would make your class more interesting."

"Outside."

"Why, because you don't want Agent Ward to know how boring and uneducational your class is?" Tilly asked him in Russian, throwing caution to the wind.

Oleg grabbed Tilly's collar in his fist.

"I wouldn't do that. I've seen what that girl can do." Ward told him, also in Russian, from the back of the class.

"Out!" Oleg spat.

Tilly got up from her chair and left the room. Ward also got out of his chair and followed Oleg.

"I don't care if you are Principal Dockerty's favourite student. You will toe the line in my class."

"Or what? You'll throw me out? You've tried, remember. I tore my exam paper up and threw it over you and nothing happened. Have you ever thought I act up in your class because you treat me like an idiot when I'm clearly not and you won't _let_ me just get on with my work?

"Oleg! I'll deal with her, why don't you get back in and teach your class. They seem to be getting a little rowdy." Ward told him.

Oleg glared at Ward and stormed back into the classroom.

"Will you please try and curb your protective streak?" Tilly asked him in a hushed voice.

"Was that show for my benefit or was that how you normally are in his class?"

"That's how it normally is, but I do usually sit the right way. I just felt a little nervous with you sat behind me."

"Why, you aren't the troublemaking sort?"

"He rubs me up the wrong way. Has done since I started."

"Any other teachers you have a problem with?"

"No." Tilly lied.

"Get back into class and look like I've given you a bollocking. And sit the right way, I won't touch you I swear."


	40. Chapter 40

Tilly walked back into the room and took her seat with a scowl on her face. She glanced at Oleg who looked like all his Christmases had come at once.

"Everything alright?" Carl mouthed.

Tilly nodded and went back to her work, looking over her shoulder every minute to see if Ward was sticking to his word and leaving her alone.

He was, but Tilly didn't see May wrap rubber bands into balls and try launching them at the back of her head only to be stopped by Ward, resulting in a silent, quick and furious fight over control of the bands.

The end of the lesson was indicated and the students got up to leave. Tilly, Carl and Sarah were the first ones out of the door. Tilly, because she wanted to be as far from Oleg as she could get; Carl and Sarah because they wanted to know what happened with Ward.

"Come on, what did Ward say to you?" Sarah pestered as they took their seats for lunch.

"Nothing, just drop it."

"He must have said something, you looked like he'd hit you or something." Sarah continued.

"Sarah. Ward didn't say anything to me, I swear. And I think you mean smacked me with a kipper."

"Whatever." Sarah said before turning to converse with her partner over the work they had all been set.

"So what did he say?"

"Wanted to know if that's what class was always like and if there were any more teachers I had issues with. Then he told me to look like he'd smacked my ass."

"Did you tell him about Anthony?"

"I don't like the guy but telling Grant about it would _not _be a good idea!"

* * *

"So, hands up who has kickboxed before?" Toby asked them in the their arena

Carl's hand went in the air as did Mike's and a few other peoples.

"If you have I want you to go stand over by Agents Ward and May."

There was a commotion as the people who had kickboxed moved to one side of the arena. Tilly stood still.

"Tilly?" Toby asked, wondering why her hand wasn't in the air.

"I've never kickboxed."

"Seen as though you have thrown me around the room and I saw you nearly take a guy's head off with your knees I think you can join the others. Ok people, amendment. If one of the pair has kickboxed then you will both go and stand by Ward."

Tilly walked over to Carl and the small group of people. There were twelve of them in total. Tilly watched as Toby then split the remaining group into two based on whether they had any martial arts experience at all or not.

"You lot with me." Ward grumbled.

Tilly groaned. She was hoping that May was going to take her group. Ward led them to the space below the Colluseum.

"Get yourselves warmed up." He instructed them.

Tilly and Carl started trading soft blows with each other before speeding up their movements and stretching.

Ward walked around the group correcting peoples stances and working with them to improve their technique.

He arrived at Tilly and Carl last. He stood watching them for a few minutes before he stopped them.

"Carl, you need to adjust your block a little when she goes for you. That way you won't get hurt so much."

Ward then proceeded to show Carl where he was going wrong as Tilly launched slow punches at him.

"I know you were re writing the curriculum, I didn't realise you were _teaching _it." Tilly said as she launched a cross at Ward's head.

"Fury wanted to keep me running around after hooligans trying to end the world but Skye overreacted. This is the unfortunate compromise." Ward explained quickly as he blocked Tilly's blows. "Carl. Did you see what I was doing there?"

Carl jolted out of a daydream.

"Sorry, I was miles away. Can you show me again?"

Ward demonstrated the move again before instructing Carl to take his place and show him. Carl struggled a little with the amendment to his technique, but Ward told him to keep practising before moving onto the rest of their small group.

* * *

Carl walked out of the arena three hours later rubbing his elbows, the new move having worked his body differently then what it was used to.

"So that's what learning from Ward is like." He told Tilly as he took his place for dinner.

"What's it like? We ended up with Agent May which was kind of cool." Sarah asked taking her seat.

"I hurt everywhere." Carl told her.

"Why? He didn't touch you. And I saw Tilly was going easy on you."

"New techniques my body seems to have objected to."

"What about you Tilly? How's your body?"

"I'm fine." Tilly told her closing off a little.

Harvey sidled into the seat next to her. Thankful that she could change the conversation she turned to look at him.

"We still on with our deal?" he asked her.

"Sure. Still ok with Mondays?"

"Yeah, but can we make it seven?"

"I don't see why not. I can get to bed earlier then."

"See you Monday."

Tilly turned back to Sarah and Carl's conversation.

"What was all that about?"

"He's an old friend who needs some help with Russian." Tilly explained.

"Were you and he ever?" Sarah asked with a smirk.

"We used to date. Didn't work out."

* * *

Tilly was just about to climb into bed when there was a soft tapping on the door.

Curious over who it was, as it was past curfew, Tilly went to open the door, relaxing a little when she came face to face with her brother.

"What's up?" she asked, letting him in.

"I want you to promise me that you will stop playing up in Oleg's class."

"Why?"

"He can be a nasty piece of work."

"I noticed when he grabbed me around the collar. Why did you tell him to let me go?"

"It's not a good idea to attack your teachers."

"I wouldn't have _attacked _him. Please! I have some self control!" Tilly laughed.

"Just watch your step. He's already talking to your other teachers and keeping an eye on you to try and get you expelled."

"Thanks for the heads up. Why are you still here anyway? I thought you'd be home with Skye?"

"May, Toby and I had some work on the plan to do so we agreed to stay here for the night. Oh and by the way, I'm taking over your advanced training for the near future."

"Just do me a favour and let May take some of the advanced classes. I love you and everything, but we'll probably start wanting to kill each other if you teach all my practicals."

"Done. Now get to bed and I'll see you at five thirty." He told her, kissing her forehead and leaving her to get some sleep.

* * *

"Owww." Carl groaned as he followed Tilly down the stairs to the Atrium to go for their run.

"What's up with you?"

"Every muscle I used yesterday feels like they're burning."

"Nice! I highly doubt you'll be the only one."

"What do we have today?"

"Nice and easy. Cooking and weapons handling, more specifically, guns."

"Good. I don't think I could throw a fly right now."

They reached the Atrium and were shocked to find May waiting for them alongside Ward and Toby.

"What's going on?" she asked.

"May is taking you two running as pre your request."

"You two ready? Good. Let's go."


	41. Chapter 41

Tilly made it through her Russian class that Thursday and kept her head down, biting her tongue when Oleg taught them an incorrect piece of grammar. By the end of the class she was restless and had a lot of pent up fury.

"If he doesn't know how to speak Russian then why teach it?" Tilly fumed as they headed to their next class.

"Maybe it's a different dialect. Don't they have them in Belgium and China and, well, other places?" Carl tried to soothe.

"I speak all of the Russian dialects, Nat made sure of that. What Oleg is teaching us is crap."

"At least it's only an hour we have to sit through at any given time." Carl pointed out.

"That doesn't clam me down much. Oleg _and_ Anthony in a given day? Am I being punished?"

"It wouldn't surprise me. Why do you think we're moving lie detectors into a classroom?"

"We'll be learning the science behind it, same as with bomb making in the next class. They want to make sure we know what happens under different conditions and things like that."

"Great, science!"

"Don't worry Carl, you got me!" Tilly told him with a wink.

* * *

"Well that was..." Carl started as he emerged from the classroom an hour later.

"A complete waste of an hour." Tilly finished for him.

"As a scientist, what did you think?"

"As a scientist, I was bored. It was fairly new material, but that guy was soooo boring. I'm glad I didn't go to Sci Acc now."

"Onto your speciality: Bomb making." Carl said, grabbing Tilly's arm and dragging her towards the classroom.

"Not quite Genius, Bomb making is Chemistry, I'm a physicist." Tilly pointed out.

"You're still going to understand it more than us!"

"Only because I have some experience with bombs."

Carl had to look at her twice, thinking he had misheard her.

"I sense a story behind that."

"My brother's like you, except he likes fire, and when he was here he learned about bombs. We spent the entire summer making them and setting them off in the woods. They weren't huge or anything."

"I am jealous of your childhood."

"I'm jealous of the childhood those kids are going to have. It's going to be insane."

They entered the classroom and found a desk at the back with their names on it. There was a bustle as the rest of their class found their desks, becoming silent when their teacher entered the room. Tilly smiled as she watched him. He was short and balding on top with tufts of white hair around the lower head. He was also wearing black square rimmed glasses.

"Welcome to bomb making. You won't actually be making any bombs in this class, but you will learn the theory behind it. Now, do I have any scientists in the room?"

Tilly knew well enough not to stick her hand in the air.

"Tilly's a scientist!" Carl said to her horror.

"What did you say that for?" she hissed at him.

"You have a background in the sciences?"

"I have a first class honours degree from Oxford in Theoretical Physics." She told him while glaring at Carl.

"Excellent!"

By the end of the class Tilly wanted to scream. Every question had been directed at her and she was also called upon to solve a chemical equation on the dry wipe board.

She stormed from the classroom, pushed some people out of the way and went to sit in the Arena waiting for her torment with Anthony to commence. She didn't care that it was lunchtime.

She felt someone sit next to her and watched as a sandwich was wafted under her nose.

"You ok?" Ward asked her.

"Yeah."

"Then why did you nearly elbow me in the ribs to run past me five minutes ago."

"I'm fine." Tilly told him cheerfully.

"Then why don't you tell your mouth that. The corners of it are twitching and I know that's a danger sign and you aren't touching your sandwich which I know is your favourite."

"Carl outed me in my last class."

"He told people about you and me?"

"No, my _other _secret. Even I know that at Phys Acc you don't admit if you have a science background."

"That's true. Now eat something."

Tilly bit into her sandwich and realised Ward was right. It was her favourite.

"Where did you get this? It's not a sarnie you can get in the cafeteria?"

"No, this one is from the cafeteria, that one is the one my wife made me because she worries too much!" Ward told her holding up his own sandwich.

Towards the end of the lunchbreak Carl came hurtling into the Arena looking for Tilly to see her talking to Ward.

"What the hell Tilly, where were you?" he demanded.

Tilly looked at him and stalked off to the other side of the arena and started warming up for dancing.

"What did I do?" Carl wondered out loud.

"You outed her as a scientist in a place that bullies scientists." Ward told him getting off the bench and putting the rubbish from their lunch in the bin.

"Oh!" Carl said, realising why Tilly was so peeved off, before calling across the room: "Tilly I'm sorry! I didn't know. Please. We still have to work together."

"How can I trust you when you do things like that? Did you not think I was keeping quiet for a reason?" she called back, head between her legs.

Carl walked up to her so he could talk to her in a lower voice.

"I haven't revealed your biggest secret have I? I think that means you can trust me. Please? Forgive me? I'll bake you another cake."

"You're threatening me now?" Tilly joked.

"Ok, so no cake. I'll buy you some ice cream. Chocolate cherry da bomb at the place over in town."

"Killing me won't work either."

Carl looked confused before remembering Tilly was allergic to chocolate.

"Ok, fine. I will get you mango medley instead."

"With pineapple pieces?" Tilly asked him.

"Don't push your" Tilly raised her eyebrows at him "Oh alright, the one with pineapple pieces."

"You are forgiven."

Anthony walked through the door, followed by Toby and May. The latter walked over to Ward and took a seat on the bench. They were clearly overseeing the first year classes to determine their actual competency level.

The rest of the class arrived as the bell went.

"Alright. If you were with me last semester go stand over there. If you weren't, over there. I will teach the old hats their next moves and then set you off with yours. Anthony announced indicating where he wanted everyone to stand.

Carl and Tilly stood off to one side with Sarah and the rest of their previous dance class.

"This is not what I need today." Tilly moaned as Anthony approached them.

He clapped his hands twice.

"Get into your pairs. I hope you remember the moves from last year as we are moving onto the next one."

He showed them the move he wanted them to execute. Carl and Tilly already knew the steps as Ward and May had taught them to them over the Christmas break. Once he was satisfied they all understood what he wanted them to do he moved onto the rest of the class and re paired them off. He spent an hour teaching them the basic steps before returning to the other group to check on them and move them on.

"Carl, Tilly, your frame is off which is affecting your footwork." He told them, walking up behind Tilly and engulfing her petite frame in his arms as he started guiding them. Carl could feel Tilly stiffen and he tightened his grip on her hands. Carl watched in horror as Anthony brushed his hand down the side of Tilly's breast before moving it and placing it on her bottom.

The next thing Carl knew, Tilly had broken free of his grip, had stamped on Anthony's foot and punched him in the face before fleeing the room. He looked to Ward, Toby and May to see them all jump off the bench towards them, although it looked like Ward was being held back a little by the other two. He saw Ward step back, heard May say something to him and he stalked out of the room after Tilly, while May and Toby came to assist Anthony.

* * *

"What did I do? What did I do? What did I do?" Tilly muttered to herself over and over again as she paced in front of the statue down the corridor from the Atrium. She heard the door click and looked up, wondering who had been sent after her to tell her how much trouble she was in.

She looked up to see Ward walking towards her, his facial features dark and furious. Tilly backed against the wall. She had promised to keep her head down and he had warned her not to attack a teacher.

"Why didn't you tell me?" he demanded.

"Tell you what?"

"I take it this has been going on a while?"

"What?"

"The sexual advances."

"This is the first time he's touched me like that, but he was leering at me licking him lips while I had to sit out and before that he would only touch my hands when he corrected us." Tilly admitted.

"You lied to me. I asked you if you had any other teacher issues and you said no."

"I didn't want you to feel like you had to protect me." Tilly told him, tears forming in her eyes.

"Tilly. I am _always_ going to feel the need to protect you." He told her, pulling her into a hug and whispering in her ear: "It's what big brothers do. That, and scare away boyfriends."

Neither of them noticed that someone else had left the Arena looking for Tilly too.


	42. Chapter 42

"I don't care what you say! She's gone too far this time!" Anthony cried as he paced around Principal Dockerty's office.

"Anthony, stamping on your foot and punching you in the face isn't like her." Principal Dockerty tried to reason with him.

"Even if it's not I want her expelled from this Academy. She's clearly unstable!"

Principal Dockerty glanced at May and Toby who were staying rather quiet.

"What do you two think?"

"I think you're right. It's not like Tilly to lash out first think about the consequences later. She's a defender, _not_ an attacker. If she lashed out first there must have been a reason." Toby told him.

"Very well. I wish to speak to Matilda alone. Where is she?"

"Outside with Ward." May told him.

"Send her in on your way out."

"I want to see some punishment over this. Attacking a teacher and getting away with it sets a bad precedence." Anthony demanded as he left the room followed by Toby and May.

"Maybe he should have thought about punishment before he sexually assaulted Grant Ward's baby sister." May whispered to Toby so Anthony couldn't hear, making Toby smile and chuckle.

"He wants to see you." Toby told Tilly with a smile.

She got up out of the chair, took a deep breath, and headed for the door, closely followed by Ward. She didn't take her eyes off the floor.

"He said he wanted to speak to her alone." Anthony told Ward, sitting down in a spare chair.

Ignoring him, Ward went in and shut the door.

"Matilda, do you realise how much trouble you are in? Anthony is calling for your expulsion."

"I know."

"What do you have to say for yourself?"

Tilly looked at the desk.

Principal Dockerty waited for a minute for her response.

"Very well. Wait outside while I make a decision." He told her when Tilly gave him no response.

Tilly got out of her chair and headed for the door.

"Ward, a minute?"

Tilly closed the door behind her and Ward sat down in the now vacant chair.

"Will you please tell me what happened? I haven't got anywhere with Anthony, Toby, May _or _ Tilly."

"He's lucky Tilly punched him and Toby and May held me back or I'd have ripped him limb from limb."

"What did he do?" Principal Dockerty asked, defeated.

"I could tell something was wrong by the look on Carl's face. Whatever he did, Anthony's hand ended up on Tilly's ass. He'd wrapped his arms around her to alter their posture, which I know was perfect because May and I taught Tilly and Carl the rest of the dance over Christmas and they were step perfect. He's been leering at her and from what I've just found out, he's been over touching her hands from behind when adjusting their body positions, when he uses the arms from the side for everyone else."

"You think he sexually assaulted her?"

"I couldn't tell you because I didn't see, but that's the only reason Tilly would lash out like that. Unfortunately it's a defence mechanism from her early years."

"I should ask Carl. Send him in will you?"

Ward got up and headed for the door. He opened it and shouted for Carl.

"Carl, please take a seat." Principal Dockerty instructed. Once Carl had settled he continued: "I'm sure you are aware of the seriousness of this situation. I have already heard what happened from all parties concerned. I now want to hear it from you."

"Erm, well, erm." Carl stuttered, glancing at Ward who nodded for him to continue. "Well, we were dancing and Anthony kind of wrapped his arms around Tilly, he claims it was to guide us, but Agent's Ward and May made sure we knew the dance before we came back after Christmas. Anyway. I tightened my grip on Tilly. She usually takes that as either a warning or support because she usually tightens her own grip and we carry on, 'cause the way he looks at her is like a predator looking at his prey, but this time he brushed his hand against the side of her, well... you know." Carl said, not wanting to say the word breast (or any derivative of), so elected to use his hands to make cup motions at his chest."

"He did what?" Principal Dockerty asked breathlessley, slightly shocked.

"I thought you'd heard it already?" Carl said.

"I said I've heard the versions of it. Is there anyone else who could back up the actions displayed today?"

"You could try Sarah. She and he were playing tonsil tennis at one point, but she put an end to it when he kept muttering Tilly's name."

"Very well. Leave."

Carl scurried quickly out of the room and back to the crowd in the corridor.

"I am going to confirm events with Sarah, until then no punishment will be made. Take Tilly back to her room and keep her there until I send for her." Principal Dockerty told Ward.

He nodded and left the room.

* * *

"How long can it take to get Sarah and ask her if it's true or not?" Carl complained as he sat with Ward trying to cheer Tilly up.

"Carl, Shut up!" Tilly snapped.

"Hey! I was only wondering."

Ward's phone beeped and he looked at it.

"Come one kiddo, we have to go." He said, hauling Tilly off her bed and escorting her back to the principal's office.

She walked up to the door and knocked.

"Come In!" Principal Dockerty called.

Tilly went into the room to come face to face with Toby, May _and_ Anthony.

"Please sit." Principal Dockerty told her softly.

Tilly sat in the chair she was getting far too familiar with and looked at the desk in front of her.

"I have weighed all of the evidence in this matter, I have spoken to all people concerned as well as others who have confirmed allegations. This time I have decided to take no further action against you Matilda, just don't let it happen again. If you find yourself in a similar position please come and see me."

"WHAT?!" Anthony demanded, his jaw hitting the floor.

"Tilly, wait outside with Carl. I assume he came down with you. Toby will escort you both to your rooms as it's now after curfew. Everyone else wait here."

Tilly was confused, but she left the room to wait for Toby. She could hear Anthony complaining, even through the walls. Once she was out in the corridor she sunk down onto a chair and sobbed with relief.

"What happened?" Carl asked nervously.

"Nothing! Just a warning not to attack a teacher again."

"Goddaughter strikes again!" Carl told her, wrapping his arms around her and squeezing her shoulders.

"Thanks Carl."

Anthony stormed from the room, caught sight of Tilly and Carl and lunged for them. Tilly had no time to respond and no space to move and found herself with Anthony's hands around her neck.

"WOAH! HEY STOP!" Carl shouted, trying to pull him off Tilly.

His shout brought Ward, May, Toby and the Principal out of the office. Ward reacted first and dragged Anthony off Tilly, slamming him against the wall as hard as he could, pinning him there by his neck with his forearm.

"What is going on here?"

"He came out of your office and he just lunged for her." Carl explained as May checked to see if Tilly was alright. All of Anthony's fingers could be seen, bright, clear and pink against her pale neck.

"She got me suspended." Anthony spat.

"No, _you_ got you suspended when you sexually assaulted her." Ward said, loosening his grip and shoving him into the wall again.

"You have now got yourself fired. Please clear out your office by lunch tomorrow and I don't want to see you on the premises again. I will be writing a report to Director Fury and he will decide what to do with you." Principal Dockerty told him.

"And it's not going to be good, because you attacked his favourite student." Ward told him.

"Ward, let him go."

"Touch her again and you won't know what's hit you." Ward hissed as he let Anthony go.

He glanced back at the group and ran back to his room.

* * *

"Tilly! Hey Tilly!" Sarah called as she caught up to Tilly and Carl between German and Spanish the following morning.

"Hey Sarah! What's up?"

"Can we talk?" She asked, before eyeing Carl up and adding "Somewhere private."

"Sure." Tilly replied, searching for an empty classroom.

She found one next door to the classroom they were expected in and picked the lock to admit them both.

"What's up?" she asked Sarah.

"So I now believe you that you're not screwing Toby. But I do know who you _are_ screwing."

"I'm not screwing anyone." Tilly told her, a little startled to be having this conversation again.

"Cut the crap. I saw you eat lunch with Ward, I heard him ask you if Carl had outed you as in you and him and I saw you both after the incident yesterday. He's obviously the one who got you off that assault on a teacher, if it were any other student then they would have been expelled."

"Sarah. I am not screwing Ward. You completely mis understood everything."

"Oh really, that's why he said he'd always feel the need to protect you before pulling you into hug, which by the way, I didn't think a bad ass like him would know how to hug?"

"You clearly didn't hear how he finished that sentence." Tilly pointed out.

Sarah looked at her with a blank confused expression.

"How did he finish that sentence then?"

"By telling me it's what big brothers do, oh and scaring away boyfriends"

"Wait, he's your brother?"

"That is the reason that I get away with more than the average student, but the only people that know are you, Carl, Toby, the second year I was talking to yesterday and Dockerty. It's also why I'm so well trained."

"So you really don't fancy him. Go figure! So what happened with Anthony? All I know is I was hauled into Dockerty's office last night and asked about me and him."

"Dockerty found out he'd groped me class which is why I lashed out. He suspended Anthony, but he attacked me outside the office last night and tried to strangle me. He got fired on the spot."


	43. Chapter 43

"Right you lot. Listen to me! This morning you will be doing three hours of circuit training." Toby announced Saturday morning as the first years gathered in the Arena.

There was a collective groan.

"You will, in you pairs, join up with another two pairs and find a station. At these stations you will find instructions on what you are supposed to do at each. Any questions?" he continued.

"Yeah, I have one." Mike said, putting his hand in the air, "Where are Tilly and Carl?"

Everyone looked around the Arena to see Mike was right. Tilly and Carl were not there. The only person out of place was Ward, who was stood at the weapons case in full tactical kit, cleaning out a gun and slotting a magazine into it.

"Tilly and Carl are the only ones who meet the standard for the year, so they get their weekends to themselves. Once you meet the standard you will also be given your weekends back to you. As it also happens, Tilly excels the standards here so I have been instructed to take her through advanced combat classes, which Agent Ward is now in charge of so I can bring you up to standards."

Tilly walked through the door and all of the first years turned to look at her. Whispers started flying through the room again.

Ignoring them Tilly walked over to Ward, head held high. Whispers had been following her since Anthony's departure had been noticed. Everyone knew she had something to do with him being fired, but not what.

Ward sensed Tilly approaching. He held the gun up, released the safety, turned, aimed and fired, hitting her in the shoulder.

Tilly dropped to the floor. Ward lunged at Tilly who reacted at the last minute and rolled out of the way, stabbing pain clouding her thoughts.

Ward lunged for her again and Tilly blocked it, her technique a little sloppy.

They continued sparring until Tilly found a space to race at Ward, wrap her legs around his neck and trying to throw him to the floor, but Ward, expecting it, rolled her the same way he had Romanov at the Hub, pinning her to the floor so she couldn't move.

Looking around for options Tilly saw her chance, opened her mouth wide, turned her head and clamped her jaw around Ward's arm. He released, with a cry of pain, long enough for Tilly to squirm out of the hold.

"You bit me!"

"You shot _me_!"

"That was a teaching moment."

* * *

Sarah looked up as Tilly walked into the room. Now she knew the truth she could see the slight resemblance between Tilly and Ward. It was in their nose and the way they both walk. She watched as Ward pointed his gun at Tilly and flinched as he fired, dropping Tilly to the ground.

She watched in fascination as Ward lunged at her before she could catch her breath. Sarah was sure Tilly was going to get flattened, but then she moved out of the way just in time. She felt a push on her shoulder. It was her partner Amy telling her that they were going to have to move. Sarah couldn't take her eyes off Tilly and Ward. She continued to watch, while putting minimal effort into the exercise she was doing. Her jaw hit the floor when she saw Tilly wrap her legs around Ward's neck and flip him over. She was even more shocked when he recovered and pinned her.

She saw Tilly turn her head, Ward shift his weight and pull his arm away from her shoulder before Tilly escaped.

"Pay attention." Toby yelled, dragging her attention back to him. Her attention was diverted for the majority of the training session, Toby putting them through their paces. Towards the end of the three hours she finally got a chance to peak up at them while doing her set of press-ups. Her shaking arms managed to hold her up long enough to see that they'd changed tactics now. Tilly was stood up against the wall as Ward stood at the opposite end of the room. His hand seemed to blur towards Tilly. When she managed to raise her aching body again she found Tilly surrounded by small metal objects, her clothes pinned to the wall.

"Don't stop!" Toby bellowed at her group. "Come on. You can do better than this." With a sigh she lowered her body to the floor before locking her arms and forcing it back up again.

* * *

"So it's relatively simple. Like throwing a knife just remember that all the edges are sharp. Besides as a scientist you should know about aerodynamics."

Grimacing at her brother she resisted the temptation to hit him around the head, knowing exactly what would happen after that. She was already a target for the rest of her year now, no point giving them more reason to resent her.

"Fine. Where am I aiming?"

"The wall opposite. You can see the target. Just try not to hit any students. Not only will they probably hold it against you, but also I will have to fill in all sorts of forms. After you shot Maria Coulson insists I fill in everything concerning you."

"You promised we'd never mention that again." She glared at him icily.

"Tilly, sweetheart, you are never going to live that down."

With a final glare at him she took the throwing star from his outstretched hand and took up position at her mark. Weighing the star in her hand she got used to the feeling of it before standing as Ward had instructed. Taking aim she let it loose, wincing as she watched its trajectory. It was like she was watching in slow motion as the star veered off target, heading towards its new target. With horror she watched as the star landed on the target of its own choosing, making a thunk as it buried itself deeply.

"Miss Grace!" The principal strode over towards them having pulled his sleeve free from where the throwing star had pinned it to the doorframe.

"I'm sorry, Sir." She stuttered, standing to attention automatically trying to ignore the snickering coming from behind her. "I wasn't aiming for you."

"I'm glad to hear. Agent Ward if you're going to let her loose with these things, please do it somewhere where the only person she can injure is herself." he replied, handing the star back to Tilly.

"Yes sir. Though I should mention that it would mean that only one person would pass this year."

"Don't remind me! Just watch what you're doing."

With a quick glance at the rest of the group he left the room shaking his head. Tilly was unsure if it was because of what she'd done or he wasn't impressed with the rest of the year. Glancing over at them she was relieved to see them in various states of collapse, to busy trying to ignore their pain to notice what she'd just done.

Rounding on her brother she found him practically doubled over in a fit of laughter.

"You were no help!"

"You've just come closer to killing him that me and Nat _ever_ did. And we blew up his office!"

"So you're saying I'm worse than you?"

"I think you maybe the one to kill him. I can't wait to tell Nat."

Tilly felt the heat of her blush warm the tops of her ears. She was never going to hear the end of this one.


	44. Chapter 44

Tilly meandered her way through the throng of people towards the bar. Whispers continued to follow in her wake. Ignoring them she located an empty stool so she perched on it and called the bartender who acknowledged her request for a drink with a nod.

Five minutes later, he had finally made it Tilly.

"Tequila, please Chris." She ordered, watching as Chris nodded to three more people for drinks orders, "You're busy tonight."

"Yeah. My usual co-tender broke her ankle in training yesterday so it's just me and I am rushed off my feet." Chris, the bartender told her.

"Want some help?" Tilly offered.

"Ever tended a bar before?" He asked, eyebrow arched, passing Tilly her drink.

"Not in the strictest sense. I knew a few bartenders back at uni."

"Chris, I've been waiting ages for my drink, what's the hold up?!" a third year shouted from the end of the bar.

Chris looked at the person shouting before looking back at Tilly. Biting his lip, he nodded Tilly over the bar, gave her a quick lesson on using the till and proceeded to pour drinks.

Tilly started taking drinks orders and putting them through the till. People were surprised to see her there and the whispers following her began to slow down as Tilly's fellow students realised she was a proficient bartender who was helping expedite the flow of drinks orders.

"Tilly! I'm surprised you haven't been tossed out yet!" a voice Tilly recognised shouted over the mele.

She looked up and her face broke into a genuine smile as she came face to face with Ed.

"Not yet."

"Still testing where the line is though?" he asked her, his grin crooked.

"Always." Tilly replied, a gleam in her eye as she passed him his drink and moved onto the next order.

As the night wore on the order for drinks slowed as the first years had three hours of swimming the following morning and the second and third years were being taken to the hub for a tour, until eventually Chris rang the bell for last orders.

Fortunatley there wasn't a rush for the bar and it was only one or two wanting a last drink, which meant Tilly could start cleaning the bar and putting the glasses back up on the racks.

"Ed, you've been sat there all night watching me when we haven't seen each other in months. What's up?" She asked as she straightened up after throwing the remaining ice down the sink.

"I heard you attacked Anthony. I've seen people talking and whispering about it. Anthony hasn't been seen since it happened. Some people are saying he quit, some are saying he got fired and some people are saying you put him in the hospital. I want to make sure you're ok. You look like you haven't slept in a week."

"I'm fine."

"Tilly. I know I don't know you, but if you do want to talk, I'm here."

"You want to know what happened and Carl hasn't said anything to you when you asked him."

"We all want to know what happened, but I also know I stand less chance of getting information out of you than Carl. How did you know I'd spoken to him?"

"You were making sure I was ok, which means someone told you something about that day and the only people who know what happened are me, Carl, Agent's Ward and May, Anthony and Toby, so by logical deduction you spoke to Carl."

"I did ask Carl what happened and you're right, he didn't tell me anything, but I also saw the finger marks on your neck, which is why I wanted to know if you're ok."

"Hey Tilly!" Chris shouted from the other side of the bar.

Tilly sighed and moved around the bar to join him.

"Thanks for tonight. I really appreciate it. Here's your share of the tips."

"I can help while what's-her-name is off her feet. It'll keep me out of trouble."

"You do know we don't get paid, right?"

"I don't need the money, I need the distraction."

"See you next Friday night."

* * *

The door opened with a creak and Tilly curled up in bed, trying to make herself as small as she could get. She knew what was about to happen. Heavy footsteps, muffled by the carpet got closer and closer to her and Tilly started crying. She felt the bed dip behind her and her body stiffened as a heavy arm reached across her, the hand coming to rest on her stomach.

"No! Please!" she cried as the hand started to move down. Once it reached her private region, she screamed:

"Nooooo!" Tilly screamed sitting bolt upright in her bed.

She tried to calm her raging pulse and ragged breathing. Tears fell from her eyes as she rocked herself.

"It was just a nightmare, it was just a nightmare, it was just a nightmare." She muttered over and over to herself trying to calm down.

Once Tilly had calmed down enough she climbed out of bed, dressed, glanced at the clock and realising it was only three in the morning, she cautiously opened her door and crept down to the arena.

Once she had let herself in, Tilly set up one of the combat dummies and started her assault on it.

* * *

She was still punching and kicking it when Toby arrived at eight to wait for her classmates. He looked at her, admiring her technique when the dummy spun, catching her in the face, knocking her to the ground. He saw her wipe the blood from her lip, pick herself up and launch her assault on it again. That's when he noticed how pale she was, and it looked like she had lost weight.

"Tilly, I think you better stop."

"Why? I'm not hurting anyone."

"Yes, you are. You're hurting yourself."

"I'm fine."

"No, you're not and if I have to bench you, I will, but I don't want to do that."

"Toby. I'm ok. It's nothing a little working out won't cure."

"Ok. I will let you continue if, and only if, you let me take a look at that lip."

Reluctantly, Tilly paused her workout and allowed Toby to look at the lip that was still weeping blood down her chin. Quickly and efficiently, Toby wiped away the blood and stuck a strip across the gash to stem the bleeding and allow it to heal.

"Just promise me that you won't overdo it?" Toby asked her, surprising her by the affection in his voice.

"I won't. I know where my limits lie."

* * *

"Tilly!" Carl yelled as he ran after her on the way to their Tuesday afternoon kickboxing session. He reached her and reached out for her shoulder. The second his hand connected with her, Tilly grabbed it, spun her body and pulled.

"AAARRRRGGGGHHHHH!" Carl cried as he felt something give in his wrist and dropped to his knees.

"Oh my God! Carl! I am so sorry! I didn't realise it was you!" Tilly spluttered as she supported his wrist and helped him to his feet.

"Jesus Tilly! I was calling you from down the corridor." Carl hissed through clenched teeth, his face turning green.

"I didn't hear you! I'm sorry. I think we better get you to medical."

"You think?" Carl snapped.

"I'm sorry. I didn't mean to hurt you." Tilly told him, tears forming in her eyes.

"But you did." he spat at her.

Tilly backed away from Carl in horror at his words. She simply stared at him, blinking back her tears.

"I'll tell them you'll be late." Tilly told him, her voice cool, before turning on her heel and heading towards their kickboxing class.

* * *

"Where's Carl?" Ward asked Tilly when he arrived in the Arena and found her alone.

"Medical." Tilly replied, without going into more detail and Ward new better than to push her.

"Ok. Toby told me you were working out hard yesterday. Why don't you sit this one out?" He suggested.

Tilly glared at him.

"Ok, I guess you will need to join another pair. Just don't hurt them."

Slowly the first years filed into the room, the last one making it seconds before the bell. Tilly walked over to join Sarah and Amy.

"Is it alright if I join you guys today? There was an accident and Carl's in medical." Tilly asked Sarah.

Sarah looked between Amy and Tilly, seeing first a panicked face, then a weary one.

"You do know we are in May's group?"

"I know, but everyone else is talking behind my back."

"Erm, sure. You never know. We might learn something new with you helping."

Sarah and Amy spent the lesson having their technique corrected by Tilly.

"What makes you think she's teaching us the right thing?" Amy whispered to Sarah.

"I saw what she and Ward were doing on Saturday, she could have torn his head off. Kind of makes me trust her."

* * *

Carl made his way to the hospital wing, his head full of the pain in his wrist, what had led to the pain in his wrist, but what concerned him most was the look on Tilly's face when he snapped at her. He knew she was sorry. She had been having a hard time over the last couple of days.

He knew she wasn't sleeping, was barely eating, and what little she did eat she only did so to stop him nagging her. He knew she was hurting over the incident with Anthony and no matter how much he tried to get her to talk, she wouldn't.

Before he knew it, he had arrived at Medical Services.

"I hurt my arm, I think it's broken." He told the doctor as she inspected it.

"I suspect you might be right. How did you do it?"

"I fell."

Carl could tell the doctor didn't believe him, but she let it slide.

"We need to give you an X-Ray, just to see exactly what you've done." The doctor told him, helping him to his feet before leading him out of the room.

Carl was led to the big room that housed Phys Acc's X-Ray machine and was ushered into the seat next to the big machine. The doctor put Carl's arm where she wanted it to be, ignoring the hiss of pain coming from Carl's mouth.

"Keep your arm still." The doctor warned him as she disappeared behind the safety screen, reappearing moments later to adjust Carl's wrist.

Before long, Carl found himself waiting, by himself in a cubicle. He saw the curtain ruffle and was shocked when Ward entered.

"How did she hurt you?" Ward asked him.

"She didn't" Carl replied, trying to keep his face as impassive as he could.

"Carl, nice effort, but remember who you're talking to."

"I touched her shoulder from behind. She spun me and pulled. I take it you've noticed she's lost weight and looks like she hasn't slept in a month, except it's only been a week."

"I have. I'm worried about her."

"Are you going to talk to her?"

"No."

"You can't be that worried."

"Carl, I am always worried about my baby sister, especially when Toby tells me she is working out like a woman possessed, which concerns me even more, but talking to her when she is like this is useless, as I imagine, by now you know very well. When she is ready to talk, she will come find me."

"When will she be ready to talk?"

"When she starts to wake up screaming."

The doctor entered the cubicle and froze on seeing Ward. She swatted him on the arm and nodded to the door. Her request clear.

Leave.

"Now Mr. Gravely, would you like to tell me the truth regarding how you broke your arm? You see, the fracture you have can only occur when it is pulled with a significant amount of force."

"I fell and caught myself on a pole, pulling my arm as I did." Carl told her again, trying to remain as impassive as he could.


	45. Chapter 45

Carl wasn't sure what woke him up. What he was sure about was that he needed to pee. Climbing out of bed he rummaged on the floor for his shirt before heading to the door.

As he was passing Tilly's room he heard a crash, followed by a scream that made his blood run cold.

Forgetting his impending need to relieve himself, Carl raced back to his room and dug his phone out of his sweat pants. Clumsily dialling one handed, he pressed the call button and put the receiver up to his ear.

"Tilly?" a sleepy voice anwered.

"No, it's Carl. I just passed her room and I heard a crash followed by a scream."

"I'm on my way. Did it sound like anyone else was in the room?"

"No. But as soon as I heard the scream I raced back to my room to call you. Do you want me to go listen?"

"No. I'll be there soon."

And the voice hung up.

* * *

Over the last three weeks, Tilly realised her dreams were becoming more and more realistic. She woke every night with a scream and sat in her room shaking, eyes swimming with tears, her heart pounding in her chest, before she calmed down enough to go work out.

Tonight was no exception.

Tilly sat on her bed, soaked with cold sweat and shaking uncontrollably. Feeling her stomach do a back flip she raced for the bathroom and threw up in the first toilet she got to. Wiping her mouth with the back of her hand, Tilly leant back against the cool cubicle door. Hauling herself to her feet, Tilly headed to the sinks, washed her hands, then her face and then used her hands to scoop some water into her dry mouth.

She headed back to her room and hunted for her cell phone. She found it in her desk drawer. She pulled it out and dialled a familiar number.

"Hey babes, what's up? Heard you tried to kill the principal?"

"I didn't, it was a stray throwing star. I didn't wake you did I?"

"Not at all, I'm the other side of the world to you, which brings me to, are you ok? It must be the middle of the night?"

"I'm ok. I'm having nightmares again."

"Have you told your brother?"

"I can't. He's got so much to deal with already. He doesn't need my old news interfering with that."

"You need to tell him. For some reason, he's the only one that can help you, you know that. I know what happened to you, in far more detail than I would like, but he was there."

"Nat, please promise me you won't tell him. I just needed to talk to you."

"I know baby sis, I know. I promise I won't tell him if you make me a promise."

"What?"

"Eat more than you are, stop working out so hard and take a sleeping pill. I'm sure Fitz-Simmons have some of that Icer crap in pill form."

"Am I that predictable?" Tilly asked with a small chuckle.

"You're like your brother. Now go back to bed and read something. It'll help you doze off."

"Thanks Nat."

"Anytime! Listen, I've got to go, I'm about to have to outrun thirty really pissed off, armed to the eyeballs soldiers. Tell you what. I'll get a pass for you for the weekend and I'll take you shopping."

"Night!"

"Night baby sis!"

And the line went dead.

Tilly glanced around the room and saw the broken lamp on the floor.

"I must have been thrashing around quite bad." Tilly thought to herself as she started picking up the pieces.

A gentle knock on the door made her jump and slice her palm open on a particularly jagged piece of lamp.

Realising she must have woken Carl up, Tilly padded to the door, grabbing her gym towel off the top of her gym bag and pressed it to her palm and wrapped it round her hand to stop the bleeding.

Opening her door, she was surprised to see Ward standing there, holding a pizza from the local takeaway.

"Damn Nat has a big mouth." Tilly said to him, propping herself on the door frame.

"Nat hasn't said anything to me. Carl called."

"So you came in the middle of the night with pizza? What about Skye?"

"Skye has enough family around her to take care of her while I come take care of my family. Why didn't you call when it got this bad?" he scolded her, stepping forward.

"You have enough to worry about without me calling in the middle of the night because I had a bad dream." Tilly replied, not moving.

"Tilly, how can I make this clear to you. I still worry about you. Yes and I am married and in a couple more months I will have, all being well, three wonderful children. Yes they are going to be a huge part of my life, but so are you. You are all I have left of my real family. And we both know they are more than bad dreams. Now are you gonna let me in? Pizza's getting cold!"

Tears streamed down Tilly's face and she stepped forward, wrapping her arms around Ward.

"I hurt Carl." She sobbed into his chest.

"Really? On the report the doctor filed it said he fell. What did you do to your hand?" Ward asked her, feeling the towel trailing down his back.

Tilly released him and with his free hand he lifted the one Tilly had wrapped the towel, which was now bloody.

"I broke a lamp. I was cleaning it up when you knocked. It startled me."

"Right, hand, then pizza." He said leading her into her room and kicking the door shut.

Ward sat Tilly down on her bed and rummaged through her things trying to locate her first aid kit.

"Desk, second drawer."

Ward got the kit and sat down on the bed beside Tilly, taking her small hand in his two large ones. Slowly and carefully he unwrapped the towel and inspected the wound.

"It's deep, it's going to need stitches."

"Ok. Will it take me out of action?"

"Combat classes yes, general fitness, no.

"Oh good. I hate it when I can't work out."

"I know you hurt Carl. I knew when you told me he was in Medical. I went to see him and he told me what happened, and to be fair to the guy, he made a pretty convincing attempt at lying to me."

"But you are you and you are a human lie detector."

"Exactly. It wasn't difficult getting the truth out of him."

"I don't think he's going to forgive me, I mean, I broke his arm." Tilly sobbed.

"He'll forgive you. He may have already. He was the one who called remember."

"Yeah, but you weren't there. He looked at me like I was a freak or something."

"Well maybe instead of avoiding him, you could try talking to him. You might be surprised by what he has to say. All done." He advised her, sticking a piece of gauze over the wound and giving Tilly her hand back. "Now, are you hungry?"

"Not really. But that pizza does smell good."

"You put something to watch on your laptop and I will put the ice cream in your mini fridge."

"You brought ice cream?"

"Yeah, It's in my pocket, and it's kind of cold." Ward admitted, making Tilly laugh.

"Really? Ice Cream's cold? Who knew?" She giggled, firing up her laptop and trawling through her Netflix account. Seeing a movie they enjoyed watching together with their Gramz when they were both younger she put it on.

"What we watching?"

"Ultimate Ward comfort screening."

"Rent?"

"The one and only."

They sat side by side, backs propped up against the wall, eating pizza and ice cream and quietly singing along with the songs until they fell asleep.

Ward woke with his neck stiff and heaviness in his legs. He looked down and saw Tilly had migrated into a prone position and her legs were across his. He gently lifted them off him and slid out from underneath her, placing her legs carefully on the bed. He grabbed the blanket from the end of the bed and placed it over her before clearing up the mess of the broken lamp that was still on the floor. He added the empty pizza and ice cream cartons to the rubbish pile and put it by the door to take out.

Glancing at Tilly's clock and realising it was 5:15 he took his phone off the desk and dialled Toby.

"Hey, can you cover for me? I've finally managed to get Tilly to sleep and I need to be here if she wakes up. Tell them I'm on a top secret mission or something."

"Sure. Is she going to be alright?"

"It's nothing that rest won't fix."

* * *

Tilly stirred. She could hear tapping in her room and feel a throbbing in her hand. Her eyes were sore and she could barely open them.

"Morning sunshine. How're you feeling?"

"Groggy. My hand hurts and my eyes are sore."

"Here, try these."

She could feel Ward peel her eyelids from each other, tip her head back and put a couple of drops in each eye. Tilly immediately felt the relief from them and knew it was from the crying last night.

"Now these." He told her, handing her three small pills and a glass of water.

"What are they?"

"Paracetamol and Ibuprofen. Figured your hand would hurt a little."

Tilly tossed the pills into her mouth and swallowed them down with water, passing the glass back to Ward.

"What time is it?" she asked him.

"Nearly eleven."

"ELEVEN? No no no, I've missed most of my morning classes. WHY DIDN'T YOU WAKE ME?"

"You needed sleep. As far as your teachers are concerned, you are in Medical having a cut hand seen to, it's not your fault you had to have pieces of porcelain removed, the wound thoroughly cleaned and the cut closed. Or that they used glue which split the second you left them, forcing you to go back and have it stitched."

"You had Toby and Carl lie to them all?"

"Yes, now you have an hour to get dressed and meet Carl for lunch before you are due in the Arena for weapons handling this afternoon. I will then meet you outside and you and me will go for a run."

"I can handle weapons?" Tilly asked hopefully.

"No, until that hand heals you can teach your classmates."

"Great. And how long is that going to take?"

"Impatient as ever. It will take as long as it takes, longer if you don't do as you're told."

"You are such a hypocrite."

"You better get a move on. I am going to go down to the staff quarters and take a shower. See you later."

Tilly strolled into the dining hall before everyone else got there and took her usual seat. Shifting her weight she was starting to get fidgety when a bell chimed deep within the building. Tilly got up and made her way to where the dining staff had appeared to start handing out their food.

Selecting her dinner, Tilly carried her tray using her left hand and managed to get it the table before the first person arrived, quickly followed by the rest of the Academy. She was slowly eating her meal when a tray landed next to her. She looked up to see Carl taking his seat, his arm in a cast. Tilly paled upon seeing it.

She opened her mouth to apologise, but Carl beat her to it.

"I'm sorry for what I said to you Tilly. The pain was sending my kind of loopy. I should have known not to sneak up on you like that."

"I'm sorry. I didn't hear you. I probably wouldn't have hurt you if I had."

"What happened to your hand?" he asked her.

"I cut it when I was picking up the lamp I broke. It's fine, or it will be. I'm benched combat-wise until it does."

"Hey! Me too!" Carl said cheerfully, holding up his wrist.

They finished their lunch and headed towards the Arena, where Ward was waiting for them.

"Agent Ward. I see you're back safely from your top secret mission." Carl said a little too loud, winking at Tilly as he did.

Tilly smiled a half smile.

"I am and I'm ready to knock some sense into some first year skulls."

As the weapons handling session wore on, Tilly quickly realised that even teaching her classmates proved too much for her hand and it started to weep through the bandaging. Toby helped her change the dressing and Tilly took the opportunity to learn how to handle a weapon using her left hand only, keeping her injured right one locked to her side.

"Why can't I do that?" Carl moaned as he watched Tilly fire a gun at the target, managing to bury the recoil, as well as hit the target.

"If you could shoot straight with your good hand I would let you, but you can't so I'm not." Toby explained to him.

Carl grumbled, which made Tilly chuckle as she fired the gun again, her stance being corrected by Ward as he passed.


	46. Chapter 46

"I want to shower and change and drop into bed." Tilly groaned as she and Ward made it back to Phys Acc that evening. They had run further and faster than Tilly's usual run.

"I am going to get my sleeping bag out of the car, drop it in your room and then go shower. Seen as though we missed dinner, what do you want to eat?"

"My room? Aren't you going home?"

"I have squared it with Coulson to stay with you until Saturday morning. If anything happens and they need me they'll call. If you don't decide what you want, I will and you might not like it."

"You don't need to stay."

"Tilly, from past experience, your night terrors don't just go overnight. You know that. I'm staying."

"Fine. Chinese." Tilly pouted, heading for the stairs.

* * *

"WOW! You two look, well, rough." Toby said as Tilly and Ward stumbled into the Atrium for the run the following morning.

Tilly smiled with a fake brightness while Ward stifled a yawn. Moments later Carl arrived and Tilly headed towards him.

"It was a long night." Ward told Toby, not taking his eyes off Tilly once.

"Want me to take the faster ones while you take the plodders?" Toby offered.

"No, the run'll wake me up a little."

"You sure?"

"Yeah, you can take both the cripples though."

* * *

"Hey! I thought it was you sneaking down the stairs. Why didn't you wait for me?" Carl asked Tilly as she plodded towards him.

"Didn't see you. Was preoccupied because tweedle dumb stayed last night and I needed to get him out of my room without anyone seeing him."

"He stayed? Why?"

"To make sure I got a good night's sleep."

"And did you?"

"I woke up a few times, but he helped me back to sleep."

"He didn't hit you did he? Hang on, Toby's waving at us."

* * *

Tilly's phone buzzed while they were eating dinner and she looked at it.

"It's from my brother. He wants to meet me in the Arena after dinner. I hope he doesn't want another run. Last night nearly killed me."

"In the arena? I doubt that's for a run."

"Well I'm finished, so I better go and see what he wants."

"Hang on, I'm curious." Carl asked her

Tilly waited for Carl to finish his dinner, before the pair of them headed to the Arena to meet Ward. When they got there he was waiting by the door to the cabinet where they store their navigation tools, a small carrier bag by his feet.

"Why are we here?" Tilly asked him.

"I thought you could do with cheering up." Ward told her, his eyes gleaming.

"I know that look." Carl said, looking between Ward and Tilly "It's the one Tilly has when she's planning something insane."

"Where do you thing I learned it? What's in the bag?"

Ward passed Tilly the bag and she peeked in.

"Silly string, party poppers, glitterati?" Tilly asked him fingering through the contents of the bag, seeing things she recognised as well as things she didn't.

"I would have used glue and chicken feathers, but I couldn't find a strong enough fan to power it. I also did this to May after you all sabotaged my wedding night."

"Wait, why did you only get your own back on May?

"The bubblebath that she and Amber left and Skye added to the bath put me in the hospital, I rigged her bunk with silly string and party poppers difference is, Fitz has played with these so the effect is so much more memorable."

"Like the Christmas crackers."

"Who's the target?"

"This cupboard won't be opened until Toby hands out your maps for Navigation tomorrow."

"Toby?"

"Look back in the bag."

Tilly did and found the blow up doll Ward had got Toby for Christmas.

"What do you need me to do?"

"Rig the doll, I'll set up the string, poppers and glitterati; Carl, you and your one arm are going to be lookout."

* * *

Tilly and Carl chuckled their way through their languages classes the following morning. They were both excited to see how well Ward's cheer up plan would work.

"What are you two planning? You've been giddy all morning." Sarah asked as she followed them out of French and towards lunch.

"We may have partaken in a small, yet slightly explosive thing." Tilly started to explain.

"You what?" Sarah interrupted, confused.

"Grab your lunch to go and get a good seat in the Arena." Carl told her, not quite managing to hide the childish glee in his voice.

Following their lead, Sarah grabbed a sandwich and followed them to the Arena, settling into the benches around the edge of the room.

"What did you two do?" she whispered, their excitement infectious.

"_We_ did nothing, just helped my brother hatch a plan to cheer us up."

"Your brother? You mean Ward? Isn't he kind of stiff to pull pranks?"

Tilly nearly choked on her sandwich because she was laughing so hard.

"After spending Christmas with those two, I have discovered he is not at all what we mere students think and his sense of humour is epic." Carl told her while Tilly regained her composure.

"Epic?"

"He managed to rig a piece of mistletoe to follow one of the Interns around for an entire day, even when we were playing hide and seek." Tilly told her.

"Then there was Toby's Christmas gift."

"Wait, Toby stayed with you over the holidays?"

"Yeah. Grant invited him, they go way back to when they were both here training."

"So what did you do?" Sarah asked.

"Just wait and see, although he said Fitz played with the stuff a little, so I'd recommend putting your fingers in your ears when Toby opens the cabinet." Tilly advised her.

"You're eager aren't you?" Ward asked them as he entered the room.

"Wanted to make sure we have a good view while staying out of the blast radius." Tilly replied with a smirk.

"What do you mean 'blast radius'?" Sarah asked looking worried.

"Although we could both rig that cabinet to explode with a bomb, neither of us would do that to Toby for sport, this blast radius is more, well, colourful." Tilly reassured her as Toby arrived a split second before the rest of the class.

Ward skirted around the edge of the room so he was the opposite side of it to Tilly, Carl and Sarah so he could see their reactions.

"Alright first years! Today you will be given a more complex set of instructions, so get into your pairs and meet my by the cabinet." Toby called making his way over to the cabinet.

Tilly, Carl and Sarah all held their breath as Toby took hold of the cabinet handle and pulled on the door.

Several loud, percussive booms that were so loud it actually sounded like a bomb filled the room at the same time as flashing lights and an explosion of silly string, confetti and glitter.

Screams emitted from some of the girls and yells from some of the boys as the ones closest to the cabinet also got hit with the silly string.

To top it all off, Vanessa, Toby's blow up doll had been rigged by Tilly to have a delayed reaction to the door being opened and while Toby was fighting against the silly string and cloud of glitter dust, she came flying out of the cupboard like a balloon that had been let go instead of tied when full of air and she whizzed straight at Toby, her trajectory carefully and scientifically worked out and her arms and legs tangling around his neck and waist, sealing the air release valve in the process.

Tilly, Carl and Sarah were doubled over; howling with laughter and Ward was attempting to suppress a smile.

The commotion had alerted the nearby classes, who were all now filing into the Arena and were starting to laugh at Toby who was covered head to toe in colourful string and twinkling glitter.

Principal Dockerty had evidently also heard the commotion and arrived in the Arena to witness Tilly, Carl and Sarah laughing, Toby looking less than amused and Ward smirking. Realising it was a harmless prank; he shook his head and left them to it.

"Alright, Let's get some order. I want one of your pairs to collect your map and equipment from me and then set off. You are to be back here by four thirty at the latest." Ward shouted to restore order to the chaos.

Amy came looking for Sarah, colourful silly string forming strands of colour in her hair and the two of them joined the back of the queue followed by Tilly and Carl.

Slowly the queue went down and it was just Tilly and Carl left to collect their maps, Sarah had hung back to hear the conversation.

"Which one of you is responsible for this?" Toby asked, trying to extract himself from Vanessa.

He looked at three, equally straight faces and gave up. For all he knew they were all in on it.

Tilly and Carl took their proffered map and dashed from the room followed by Sarah and Amy.

"He knows you were behind Vanessa." Carl warned Tilly.

"I'm sure he does, but it's how much he can prove."

"Who's Vanessa?" Sarah asked them.

"The blow up doll. Don't ask."

* * *

Ward stayed and helped Toby clean up the mess.

"I'm sorry Toby, she needed cheering up and this seemed like the obvious solution."

"Well I do have to admit, it was a work of art. What the hell was in those poppers? It sounded like a cannon went off."

"I have no idea."

"Fitz?"

"Naturally."

"And Vanessa?"

"Set up by a true master."

"Tilly?"

"Her science background comes in handy sometimes."

"Playing pranks?"

"Got to admit Vanessa was timed and angled beautifully." Ward told him, indicating the now limp doll still hugging Toby around the neck and waist.

"And Carl's contribution? I don't imagine it was a lot seen as though his hand is in a cast."

"Lookout."

"I will make you a deal. You give me Nadia's phone number and I will let you all off the hook."

Ward thought about it for a moment.

"Deal, but I get a week of prank pulling fun to cheer up my sister."


	47. Chapter 47

"Hey babe, want something to do?" Ward asked into his phone the following morning as he headed to his private session with Tilly.

"Does it involve me moving?" Skye replied.

"You by the computer?"

"Does a bear...?" Skye started relpying, but Ward cut her off.

"I'll take that as a yes."

"What do you need?"

"Toby has given me free reign on pranking him to cheer Tilly up, think you can get into Phys Acc's system?"

"I thought you were going to ask me something difficult. What can I do to help?"

* * *

"So what are we doing today, oh great one?" Tilly asked Ward as he strolled into the arena. "Wait, I know that look – you have something planned."

"I haven't done anything." Ward protested.

"Really?" Tilly asked sceptically.

"Really."

Tilly eyed her brother, convinced he was lying to her, but letting it drop when he lunged at her, forcing her to the floor and to roll out of the way of his assault.

Moments later, out the corner of her eye, Tilly saw the noticed the of her class file in, closely followed by Toby.

As soon as Toby corralled the class and opened his mouth to issue instructions his words were cut off by a wailing.

Tilly looked at Ward, who mouthed 'fire bell' and turned to watch Toby shepherd her classmates out of the arena. She took a step to follow them, but Ward pulled her back and nodded towards the door.

The second the door closed after Toby the wailing stopped and Toby and the class started filing back into the arena. They all resumed the positions they had previously held and waited for Toby to instruct them. Carl had noticed Tilly and Ward hadn't moved and went to join them.

Yet again, as Toby opened his mouth to speak, wailing penetrated the heads of everyone in the building and they all began to head towards the exit. As before, the second Toby left the room the noise stopped, making everyone turn around and trudge back to their positions, while Tilly, Carl and Ward remained where they were.

"I want you lot to keep walking. We're taking this class outside." Toby shouted at the first years the fourth time this happened and Tilly ,Ward and Carl followed laughing.

They quickly caught up to the back of the class and found Toby rounding on them.

"'fess up. How did you do it?" he demanded.

"What makes you think we did anything?" Tilly asked him, her face straight.

"Because I know all three of you and the alarm only went off when I tried to talk."

"We did nothing." Ward told him. Toby looked from him to Carl.

"I had nothing to do with this. I only figured out something was going on when they didn't move the first time." Carl protested.

"Carl!" Tilly squealed.

"GAH!" Toby cried exasperated and stormed off after the class, pausing at the boards displaying the first year's class ranks.

Tilly, Carl and Ward caught up with him and saw flashing on the board the words 'Hi Toby, How's Vanessa?'

"Skye." Toby said, realising how the alarm was going off.

"Damn rookie is a bloody good hacker." Ward chuckled.

"I will kill you."

"I'd like to see you try. By the way, what exactly are you planning now you have the first years outside in the rain?"

* * *

"Alright. You, in your pairs, are going to be learning the basics of tactical driving. You will each spend half an hour behind the wheel before swapping with your partner. If you aren't in the car you will be watching from the sides." Toby announced to the first years causing a twitter of excitement to fly around the group.

Once they had quietened down Toby continued:

"One pair will be with me and one pair will be with Ward. I want the lowest two ranked pairs to go first, working our way up to Tilly and Carl. Let's go!"

Four people walked forward and split into their pairs. One followed Ward to a car and the other followed Toby to another car.

Tilly watched as her classmates were taught how to drive 'the SHIELD way'.

"Please tell me your brother didn't teach you this?" Carl asked, looking slightly worried as he watched one of the cars veer onto two wheels.

Sarah, hearing reference to Ward, detached herself from Amy and joined Tilly and Carl.

"I can safely say, with 100% certainty that my brother didn't teach me anything to do with driving."

"Thank God for that!" Carl breathed, making Sarah giggle.

Slowly, the number of pairs waiting decreased until there was just Tilly and Carl to go. The rest of the group were waiting until Toby told them they could go.

Tyres squealing, the car pulled into the space between the rear bumper of one car and the front bumper of another and Sarah fell out of the car shaking, followed by Amy and Ward.

"Who's next?" Ward shouted and Tilly stepped forward. "Toby is taking you two."

"Sounds like they're pulling up now." Carl told them, nodding at the black SUV replicating the same manoeuvre that Ward's car had done.

Two bodies hurried out of the car towards them, followed leisurely by Toby.

"Tilly, Carl. You ready to go?" he called.

Carl set off towards the car. With his arm in a cast he knew he wouldn't be driving so he got into the back seat. Ward grabbed Tilly's arm.

"I will make you paella if you make him react." He whispered to her.

A grin spread across Tilly's face and Ward understood they had a deal.

Tilly bounded into the driver's seat and closed the door behind her.

"Ok. First question. Do you have a drivers license?"

"Yes."

"Did your brother teach you to drive?"

"He was saving the world for SHIELD while I was learning."

"So he never taught you how to drive to gain a tactical advantage?"

"No."

"Have you been watching what I have been asking people to do?"

"Yes."

"Alright. When Carl has fastened his seatbelt I want you to drive the course as tactically as possible. When we have parked I will give you feedback, we will go back to the areas where I think you need work and practise them. Then we will do the course again to see if it has sunk in."

"So when I'm ready?" Tilly asked, adding a nervous tone to her voice.

"When you're ready."

Tilly glanced at Carl in the rearview mirror and smiled at herself. She jammed the keys into the ignition, threw the car into gear and sped out of the space quicker than Toby or Carl thought possible. At the first bend, Tilly altered the gears, maintained her speed and flew around the corner before weaving in and out of the obstacles in front of her.

"Ease up your speed." Toby warned as they approached a dangerous bend in the course.

Tilly risked a glance at him and saw he was looking deathly pale, a green tinge starting to emerge.

Ignoring him, Tilly kept her speed even and navigated her way around the bend, maintaining complete control of the car. She glanced at Toby again and saw the green darken.

She sped up as she approached the home straight.

"Tilly. You know you're going to have to park. At this speed we're more than likely going to crash!" Carl called from the back seat. Like Toby, he was pale and slightly green. His knuckles were white and his heart was beating a tattoo in his chest.

Tilly still didn't slow down. She raced towards her parking space and quickly calculated the marker she needed to look for. When she reached the marker Tilly yanked on the parking brake and locked the wheel to one side so the car stopped and spun 180° into the space, stopping inches from Ward who was stood waiting for them to finish.

"I thought he didn't you teach you evasive driving?" Toby asked, swallowing the bile he felt rising in his throat, his entire body shaking.

"He didn't. Pops and Rob taught me in an armoured assault vehicle since I was 12."

Carl fumbled for the door handle, found it and pulled, falling out of the car onto the floor and promptly vomited. Toby unclipped his seatbelt, swung his feet out of the car and felt thankful when they hit solid ground. He hauled his body out of the car and felt his legs give way.

Ward, having experienced Tilly's driving before, expected this and caught Toby before he fell into a heap on the ground.

Tilly got out and tended to Carl who was still green and shaking on the floor.

"You ok?" she asked him.

"Holy hell Tilly! You could have at least warned _me_!" he choked out as she helped him to his feet.

"And ruin the ride? You must be no fun at a theme park."


	48. Chapter 48

"Tilly, what am I supposed to do here while you go off on your shopping trip with your sister?"

"I don't know, go watch the others in the pool?"

"That sounds boring."

"Then, I don't know, persuade Toby that it would be a good idea to alter their lap number and make them do more?"

"I don't think he'd go for that, it already takes them four hours to swim the laps."

"Then study."

"It's Sunday."

"And I'm going shopping with my sister. I'm sure you'll think of something to do."

"Can't I come with?"

"On a girl's shopping trip?"

"I don't mind! Carrying bags will give me something to do!"

"Carl, Nat promised me this trip to help straighten my head out, get me away from here for a few hours."

"and having me there will remind you of what you're trying to forget for a while. You see, I get it _now_!"

"I have to go. She'll be waiting for me outside."

Tilly squeezed Carls arm and headed for the door to the Atrium, leaving Carl in the giant room. He didn't hear Ward sneak up to him.

"You want something to do?"

Carl jumped and turned to face Ward.

"I know where she learnt that now. What do you have planned, if you haven't noticed my arm's still in a cast."

"She didn't learn creeping from me. That was all Nat. Do you still have that box Skye got you for Christmas?"

"Yeah, I've been meaning to ask you about that."

"Come on."

* * *

Tilly ran down the stairs to the shiny black sports car that was at the bottom, idling and waiting for her. She opened the door, dived into the passenger seat, closed the door and fastened her seat belt.

"Nice car."

"I know, she's sexy right?"

"Like us then."

Romanov looked at Tilly and they both burst out laughing.

"So shopping? Anything in particular?" Tilly asked.

"I need some new shoes and a new little black dress."

"What happened to your old one?"

"Can't get the blood out."

"I could use some pants. I've lost some weight and they don't fit anymore."

"So shoes, sexy work dresses and lingerie?"

"Then dinner."

Romanov pulled the car to the kerb outside a shoe shop and they got out and headed towards the entrance. Walking in the shop Tilly took in all the different styles and bright colours. A pair of pink skyscraper heels caught her eye and she picked them up to inspect them closer.

"You can only get those if you can spar in them." Romanov said from behind her.

Tilly looked at her with a pout before returning the shoes to the shelf. She knew she was too clumsy to wear them without falling over, so sparring was definitely out of the question.

"Oh, I like these!" Romanov exclaimed, pulling Tilly over to a pair of black ballet shoes with leopard print trim.

"Try them on."

Romanov indicated to the sales assistant that she wanted the other shoe to the one she was holding. While they were waiting Tilly and Romanov pointed at all of the shoes they liked and egged each other into trying them on. The sales assistant arrived with the missing shoe and Romanov removed her sandals and placed the shoes on her feet, before walking around the room in them.

"Any good?"

"These are really comfortable. I think I'm going to get them."

"Can you please get these shoes in a size seven?" Tilly asked the shop assistant, pointing to each pair they had identified.

While the shop assistant was collecting the required shoes Tilly and Romanov sat on the seat, still looking around the room at the brightly coloured shoes.

"So you blew up the ordinance cabinet?" Romanov asked Tilly with a giggle.

"Yeah. It was awesome. Then yesterday Grant asked Skye to hack the fire alarm and she set it off every time Toby opened his mouth speak."

"Oh I wish I could have been there."

"I don't know how Grant kept a straight face."

"Me either, I mean Vanessa shooting out of the cabinet and wrapping herself around him. I would have been laughing."

The assistant arrived with their shoes and they tried them on pair by pair until they were both trying on the last pair of shoes.

"I love these. They're perfect." Tilly exclaimed, moving her feet to show off the red glitter that covered them.

"And that heel is good for you. What do you think to these?"

"If you can spar in them, you can get them." Tilly told her with a giggle, quoting Romanov's earlier words to her.

Smiling, Romanov launched a kick at Tilly's head which she dodged easily and thrust a kick back towards her, which Romanov blocked. They sparred gently with each other until, with a loud snap, one of Romanov's heels separated from the upper part of the shoe and she fell to the ground with a thump.

"I guess this means they aren't suitable for sparring in." Tilly laughed, holding out her hand to help Romanov to her feet.

"Excuse me ladies."

Romanov and Tilly turned to face the store manager.

"I am going to have to ask you to pay for those shoes and any other shoes you wish to purchase and leave the store and not to return. You have terrified my other customers."

Passing guilty looks at each other, Romanov and Tilly put their original shoes back on, took the three pairs (each) of shoes they wanted to the cash desk and paid for them, holding in their laughter until they got back to the car and threw the bags in the trunk.

"So knickers or clothing next?" Romanov asked opening the drivers door as Tilly opened the passenger one.

"Knickers, at least we can wear nice underwear for the clothes shopping."

"I like your logic. Lingerie it is then."

Romanov drove them to a small lingerie shop she knew of and led Tilly into an intimate, intricately decorated shop. The items for sale were positioned perfectly along the walls, changing rooms were located out of sight and there were a number of statues centred in the room.

"This is too much Nat. All I want is a couple of pairs of pants."

"How have we never had the lingerie talk?"

"What lingerie talk?"

"Wearing a set of perfectly fitting, sexy lingerie can be as good a mood buster as anything. Plus, if you feel sexy then you'll come across as sexy."

"Why would I want to come across as sexy at school?"

"I'm not saying you do, but it could help boost your confidence and help you forget this whole thing."

"You're babbling." Tilly pointed out.

"Please, just trust me?" Romanov pleaded, pushing a bra and pant set to Tilly and guiding her to a changing room.

"You know you could have said what Gramz always used to say." Tilly called from the small room.

"What's that?"

"All you need in life is a decent mattress, cozy douvet, comfy shoes and underwear, 'cause if you're not in two, you're in the others."

"Oh no you didn't!"

"Didn't what?"

"Play me. Now will you let me see?"

Tilly stuck her head around the curtain and stuck her tongue out at Romanov.

"Do you have to see? Can't I just tell you it looks ridiculous?"

"No."

"I look stupid, not to mention practically naked."

"Tilly, you have nothing I haven't seen before."

"I know, you've walked in on me in the shower often enough."

"Tilly."

"Ok, ok."

Tilly pulled the curtain back and allowed Romanov to see the underwear.

"You look, wow! How do they feel?"

"Weird, but kinda nice." Tilly admitted, pulling the curtain back across her body.

While Tilly was changing, Romanov searched the store, selecting various items for Tilly to try on, including sleepwear, underwear and corsets, passing them to her in turn as Tilly tried them on and passed them back out.

"Definatley not. Next!" Tilly said, passing the bright purple bra set back out of the changing room.

"Everyone needs some colour in their life." Romanov argued.

"Purple doesn't suit me. I thought you'd know that by now!"

It took an hour for Tilly to make her way through the items Romanov had selected for her.

"I'm treating you, but if I catch you wearing your comfies again I will burn them." Romanov told her, handing her card over at the cash desk

"What if it's that time Mother Nature visits?" Tilly asked.

Romanov looked thoughtful and brooding for a minute, as if considering Tilly's question.

"Fine, but _only_ during that time."

"Thanks Nat." Tilly said, kissing Romanov on the cheek before spinning and knocking over one of the statues and watching, in slow motion, as it fell knocking into the one next to it, which knocked into the one next to it and so on.

"Oh my God! I am so sorry!" Tilly cried as the momentum stopped and the wreckage that remained of the shop became evident.

"You better add those statues to the bill." Romanov told the shocked clerk.


	49. Chapter 49

**A/N: Since I have now joined the ranks of the employed I am not getting as much chance to write - so please be patient with me!**

* * *

"I can't believe I did that!" Tilly whispered as they put the boxes containing the lingerie in the trunk with the shoes.

"You ok? You look pale."

"I am so embarrassed."

"Why don't we do food and a drink before moving onto the last shop I want to go to?" Romanov suggested, closing the trunk and heading to the drivers door.

Tilly couldn't speak so she nodded her agreement and climbed in next to Romanov.

They were sat in a secluded booth in an Italian restaurant. Romanov had ordered a glass of wine for each of them and they were now looking over the menu.

"I quite fancy the rosemary foccia followed by the tortellonni." Tilly said, putting her menu down and studying Romanov.

"I think I'm going to have the watercress soup and the lasagne."

Romanov collared their waitress and they placed their food orders.

"Spill." Tilly demanded, still watching Romanov.

"Spill what?"

"Lasagne, soup? That's Natasha comfort food if ever I saw it, not to mention you had me try on an entire lingerie shop and didn't try on anything yourself and considering you tell me every detail of your sex life I find that a little out of character for you."

"I can't have an off day?"

"No. Something happened and it's clouding your mind."

"It's nothing."

"That's why you're playing with your ring finger? Did he propose?" Tilly asked excited.

"No, yes. I don't know."

"I think you'd know Nat. What happened?"

"Well, and I shouldn't be telling you this. It's classified. But we were undercover as an engaged couple since just after New Year. It lasted until last week and I forgot to take the ring off. He caught me playing with it, when I noticed his eyeline I went to take the ring off and he told me to keep it on. I kind of blew him off and took the ring off"

"That sounds like a proposal to me. So what's the problem?"

"I haven't told him about Graduation."

"And you think when you tell him he'll flip and not want you anymore?"

"Of course not. I think he'll be supportive and sexy as hell but be torn to pieces inside."

"Nat, you have to tell him and soon, he's proposed once, he's going to try again."

"He wants kids Til."

"I'm sure he knows you and him wouldn't be nearly as effective with kids, I mean, you're not like Grant and Skye who live together, work together and never spend more than an hour without talking. I know she's training in the field, but she can stay on the plane and look after the kids. And can I point out that with a niece and two nephews at least you can give them back."

"You're right. I guess I've had years to get used to the idea. But what if he doesn't want me?"

"If he doesn't want you you'd be better off without him."

"But..."

"No buts Natasha. You're making excuses. I know as well as you do that it's a difficult conversation to have, but it has to be said and if he loves you he will understand."

* * *

Romanov pulled the car up outside Phys Acc just after dark.

"Erm, Nat, how the Hell am I supposed to smuggle all these bags in? There's like 20!"

"I would suggest very carefully, try the same way we got the cake out."

"The cake was one box, this is half an underwear store."

"Stop moaning."

"Hark who's talking. You haven't stopped freaking out since dinner! Please will you help me carry them at the very least? You _did_ buy all this for me."

"Fine."

"I love you."

"Bite me."

Tilly opened the door and climbed out of the car, racing Romanov to the trunk where all the boxes were being stored, getting there a split second after her.

"So how do we do this?" Tilly asked, looking up at the illuminated building.

"Training exercise, you tell me."

"Do I have to?" Tilly pouted.

"Do you want my help?"

"Fine. Ok, so we go in through the front door. Stick to the shadows and look around every corner keeping an eye out for students and guards."

"Why the students?"

"If they see I've been out shopping, especially with you, they'll freak out."

"Good point. Solid plan, except what do you propose to do about the cameras?"

"Get caught?"

"If this were an actual mission that plan would get us killed."

"Well, if I knew how to hack, I would suggest hacking the cameras and putting them on a loop, but we would need to know the guards movements."

"I taught you how to hack."

"No, you didn't. Gramz put her foot down, just like she did with Grant when he wanted to find my breaking point."

"Oh yeah. Wasn't that the summer we blew up the kitchen?"

"And blamed it on me? Yes. It was."

"And I thought I taught you better than that Natasha?"

Tilly and Romanov looked up to see Principal Dockerty striding towards them.

"What exactly are you two planning to hack my security system for anyway?" he asked them looking at Tilly and getting no reaction from her.

"I took Tilly shopping to spend some girl time together after that incident with Anthony and we were just discussing sneaking the shopping back to her room." Romanov told him without missing a beat.

"And to do that you need to hack my cameras?"

"It's a teaching moment."

"You mean you didn't teach it already?"

"Was forbidden." Tilly interjected.

"That doesn't stop you and Ward now does it?"

"You obviously never met Gramz and Pops." Tilly chuckled.

"I would like to if they can control Ward and Romanov together."

"I'd have to shoot you dead." Tilly warned him.

"Moving on. Very well Natasha. Teach Tilly how to hack my system and loop a feed before getting her back to her room."

Romanov looked at Tilly as Principal Dockerty walked away before reaching into the boot and pulling out a laptop.

She opened it, logged in and handed it to Tilly.

Romanov directed as Tilly typed and within ten minutes the two of them had access to Phys Acc's security cameras. Tilly recorded a loop and linked it into the main feed and handed the laptop back to Romanov who typed something, closed the computer and tossed it back into the boot.

"What did you do?" Tilly asked, picking up half of the bags.

"Set a timer. The cameras will go back to normal in ten minutes."

"We better hurry then!" Tilly told her, heading towards the door.

"So your plan if we meet someone?"

"Ignore them and maybe they'll go away." Tilly told her with a smile, repeating the words Romanov had uttered to her often enough as a child.

"Why?"

"No casualties. It's better know one knows your here or you'll get mobbed like Grant."

Tilly and Romanov crept quietly down the corridors, stopping and waiting when they ran the risk of bumping into someone, before stealthily running up the stairs to Tilly's room.

Romanov dumped all of the bags on Tilly's bed, pulled her into a hug and kissed her temple.

"You take care. If you need me I'm a phone call away."

"I know. Same goes for you." Tilly replied, hugging back.

Tilly watched Romanov close the door behind her before she started on the bags containing boxes that were the product of the days shopping trip.

Tilly froze as there was a soft knock on her door. Thinking it was Romanov hitting difficulty getting off the corridor, she bounced over to the door and opened it wide.

"Don't tell me you miss me al..."

"I have been looking for you everywhere!" Harvey exclaimed as he pushed past her into the room.

He eyed up the boxes on the bed and ran his fingers over one of the bra's Tilly had exposed from its wrapping. Silently she vowed never to wear that bra, which was fortunate as it was not one of her favourites.

"At least now I know why I couldn't find you. Who'd you go with?"

"My sister. What do you want Harvey?"

"I wanted to show you my Russian make up test result." He chirrped happily, handing a piece of paper to Tilly.

"Congratulations. You are now at the midway point between first year and second." She replied sarcastically.

"I know – isn't it great!"


	50. Chapter 50

"Great. Another day and another chance to beat up God's gift to Morons." Tilly griped as she headed towards the arena with Carl and Sarah.

"At least this time you can use weapons." Carl reminded her.

"It's a damned good job that the knives aren't real." Sarah added, looking at the thunderous look on Tilly's face. She could tell Tilly was not impressed at having to spend so much time with Dan.

They got to the arena before everyone else and began to warm up.

"I want to pull one on Dockerty" Tilly announced as she leant forwards and touched her toes.

"Feeling restless?" Carl asked her.

"Always. Any ideas?"

"We could break into his office and rearrange his books?" Sarah suggested.

"That sounds boring."

"Actually, that sounds like a good idea. We can monitor how quickly he notices."

"Tilly, how the hell are you? Never mind." Sarah started to ask as Tilly began to swing her arms through her legs and back over her head, arching her back as she did.

"I'm very bendy. It's Nat's fault. She insisted I study gymnastics." Tilly offered as an explanation.

"We have 20 minutes. Any chance you can show me how to block the knife? I always seem to get zapped."

"Sure. It's fairly straight forward."

Tilly spent the next ten minutes showing Sarah to block a knife attack effectively until her classmates started filing through the door.

They stopped sparring and Tilly, Sarah and Carl took their places with their class to wait for Toby.

"Alright you lot! Today we are going to have a little competition. The person with the most fake blood on them loses the person with the least, the winner." Toby announced as he walked through the door.

"Winner gets this weekend off and loser has to work in the laundry all weekend." Dan piped up from behind Toby, glaring at Tilly as he spoke.

He was determined, after Tilly humiliated him, that she would be the one working.

"Toby, would it not be a good idea to split the pairs up and do it in sort of a pyramid scale?" Carl asked, seeing the look Dan was giving Tilly.

"And why would that be?"

"The winner of the last match would be the winner and the loser the loser. The results would be empirical and couldn't be contested." Carl explained.

Toby waved his hand in a 'continue' motion.

"It would also be a good idea, for the basis of competition if we split the pairs up and into two groups. Once we are in the two groups, names are drawn from a hat and then a pyramid can be formed. Rules would be simple. Keep going till someone gives. On the sight of real blood, automatic end to the spar and the bloodied party loses."

"I like that Idea. It will help to spar with people you have never sparred with before. Alright, listen up! I want one of the pair to go and stand over by Dan, the other over by Tilly."

The next two hours were spent using knives that leaked fake blood to indicate that contact had been made, with people slowly being eliminated in the competition. Everyone had managed to get caught by the knife and Dan was looking forward to it.

Toby look at Ward who was sat with May on the balcony overlooking the students, secretly assessing their progress.

Ward nodded at Toby. He knew Dan needed taking down a peg or two and he knew Tilly was more than capable of delivering.

Ward watched in amusement as Toby called Tilly and Dan forward, while the rest of the class started taking bets on who would win.

Tilly flicked the knife in her right hand, spinning it around her wrist before gripping it firmly. She bounced on the balls of her feet, knowing Dan would make the first move.

She expertly ducked his thrust, deflecting it and opening his stomach up for a swipe of the knife.

Dan hissed as the electricity passed through him and the knife left a thin red trail across his white t-shirt. He looked at his shirt and then at Tilly, who was watching him with her head tilted to one side, her face straight and neutral.

He lunged at her again.

She easily dodged him and spun to face his back, playing with the blade of her own knife.

Dan grunted as he felt his body fall forward. He knew that only one contact had been made with the knife, and it wasn't in his favour.

"Will you stop playing? If this isn't ended in the next minute then you will BOTH be working in the laundry this weekend." he heard Toby say through the haze of his anger.

Dan regained his balance and spun to face Tilly once more.

He saw her glance at Toby who nodded. Tilly's next movements surprised him as she ran directly at him.

He saw Tilly lunge at him and before he could so much as raise his knife to catch her with it, he something wrap around his throat and tighten. The next thing he knew, he was face down on the mat, his body throbbing from where he landed, Tilly's knees in the small of his back.

He swiped his arms behind him but he couldn't reach her, although Tilly caught his hands and twisted. He felt burning in both shoulders as though they were about to pop out of their sockets.

"Give! I Give!" he yelled, his voice muffled by the sound of the mat.

He immediately felt the pressure in his shoulders released, as well as the weight on his back.

Embarrassed, Dan struggled to his feet. He saw Toby's eyes go wide and he looked down at his shirt.

He had twelve marks that indicated Tilly had managed to stab him thirteen times in one move. His eyes moved from his shirt to Tilly who was stood talking to Carl and Sarah and laughing. Dan assumed it was at him.

Tilly felt her phone vibrate in her pocket and pulled it out.

_Meet me back here at 9_.


	51. Chapter 51

"So why this clandestine meeting?" Tilly asked as she re-entered the arena later that evening, followed by Carl and Sarah.

"I have been asked by Director Fury to push you to your limit. The way you dealt with Dan earlier tells me that you need to blow off steam, so I figured tonight was the perfect night."

"And the fact it's 9pm and you're here instead of being with your heavily pregnant wife?"

Tilly and Ward heard Sarah ask Carl about Skye.

"The order came through Coulson. I didn't have much of a choice. It was either tonight or Saturday, and seen as though I have something special planned for you on Saturday, tonight was better."

"You have plans for me? Wanna tell me what they are?"

"Nope."

"Spoilsport. So what's going to happen now?"

"You and me are going to go all out. No holding back. The aim is to hurt each other. We keep going until one of us cannot go any longer."

"Blood?"

"Only if it's life threatening."

"Any move fair game?"

"Any move."

"Cool. So how do you wanna?"

Tilly's words were cut off as Ward launched a punch at her. She was slow to react and his fist grazed her jaw.

Tilly regained her balance and faced Ward, knowing not to allow him to get behind her.

He launched another punch at her, which she blocked and using her knee, she brought it up to his side, forcing the air out of his lungs, before bringing her foot to the back of his knees forcing his to the ground.

Ward pulled on Tilly's arm and pulled her to him, wrapping his leg around her waist and twisting her body so that her arm was being pulled.

Carl heard Tilly small squeal of pain, but dismissed it as Tilly used her free hand to punch Ward in the nose.

Ward felt the blood start streaming down his face and released Tilly. He wiped his nose with the back of his hand and took his stance again. He noticed that Tilly was quick on her feet, but she was favouring her left ankle.

Using that to his advantage, Ward lunged at Tilly, forcing her onto her right ankle. He managed to connect his elbow with her ribs. He immediately dropped back as he felt something give and the air leave her lungs.

They continued sparring while Sarah and Carl cheered Tilly on. They had never seen her spar this way, as usually she was going easy on Carl, or more recently, Dan. They watched in fascination as both Tilly and Ward worked up a sweat, but neither relented in their assault on the other.

They saw Tilly land a couple more blows to Ward's face and Ward land them to her body.

They watched as everything seemed to slow down as Ward managed to find a gap in Tilly's defence and bring a knee up to her, connecting with her throat.

Tilly's feet left the ground and Ward caught her around the lapel, slowing her down before she hit the floor.

Carl saw that Tilly wasn't moving and watched in horror as Ward ran his hand over her throat, checking her pulse.

It was clear that Tilly was out cold.

"Want me to push the button?" Carl asked Ward.

"No, she's starting to come to." Ward told him as he tapped Tilly's face.

"Ow!" Tilly groaned as Ward helped her roll from her front to her back and into a seated position. She blinked a number of times are her eyes readjusted. "What happened? How did you get me?"

"Knee, jugular." Ward grunted, hauling himself to his feet and offering his hand out to help Tilly.

* * *

"I didn't know you owned a hoodie, let alone that you actually wear one." Toby teased Ward the following morning while they were waiting for the first years to set off for the morning run.

Ward simply glared at Toby.

"What happened to your face? You have a hell of a bruised jaw!"

"Sister, left hook, dangerous."

"Tilly did that to your face? Were you standing still and letting her use you as a punch bag?"

"More like finding her limits."

"What the hell does that mean?"

"Sparring with no rules."

The first years started arriving at that point, ending their conversation. All of the first years noticed Ward's hoodie and the blue-purple bruise on his jaw.

Tilly waltzed into the Atrium behind the crowd of first years and Toby watched her carefully, looking for signs that she had sparred with Ward.

Other than a hit of a bruise on her neck, she appeared to be unhurt and Toby was impressed. Not many people can cause Ward harm without sustaining severe damage to themselves.

"Alright, let's go! Tilly, Carl, you two are with Toby today." Ward called above the noise of the class.

More twitters followed as Tilly and Carl silently moved towards Toby's group.

Toby set off for the run, knowing Tilly and Carl would keep up and that the rest of the class would fall behind.

"You ok?" he asked Tilly.

"Yeah."

"I'm impressed that you did that to Ward's face. Most I managed to do was give myself a black eye when I sparred with him." Toby said to her, lowering his voice.

"Yeah, but he knocked her out. Cold."

"Really?"

"Yeah. Managed to get a knee to my throat."

"Other than that you don't look like you have a mark on you."

"You aren't looking hard enough." Tilly told him, speeding up the pace, indicating an end to the conversation.

* * *

"Alright guys. It's time to put what you have learnt in theory into practise. The format will be the same as your exam at Christmas. You will all strip to your underwear when it is your turn, come forward and try to beat the lie detector test. First up – Tilly."

"Do I really have to strip?"

"Yes."

"Can't you just hook the machines up to me with my clothes on?"

"We need the skin contact."

"Toby, please don't make me do this." Tilly pleaded quietly.

"Sorry Tilly, everyone has to do it."

"What's wrong Tilly, worried we'll see your pasty ass?" Mike called.

Tilly stared at Toby, ignoring Mike's remark and reached up to pull on the zipper to her phys acc suit. She pulled it slowly downwards, allowing her the room to remove it. She reached up and slipped it off her right shoulder and off her arm before reaching, with a hiss of pain due to her broken ribs, to repeat the movement on her left.

She pushed the suit down her legs and stepped out of it before straightening. Toby's mouth opened in surprise as Tilly's body was revealed to be covered in numerous blue, black and purple bruises.

"I told you you weren't looking hard enough."


	52. Chapter 52

Tilly, whose bruises were starting to heal and itch, walked into the arena Saturday morning, excited yet apprehensive over what Ward had planned for her.

She saw him dressed in his tactical gear, laughing and joking with Toby while throwing a harness around his fingers.

"Tell me I'm not attempting the collosseum?" she asked, raising her eyebrows.

"While I think you be more than capable of scaling that, I have a different plan for you today."

"Why does that not fill me with confidence?"

Ward threw her the harness.

"Put that on."

Tilly slipped into the harness the rest of the year filed in for circuit training as Ward slipped into one of his own. He checked that his harness was secure before twisting and turning Tilly to make sure hers was too.

"Come with me." He said leading her out with Toby following.

Ward led Tilly to the Atrium where Carl, cast finally removed from his arm, caught up to them.

"What's going on?" he asked, seeing Tilly and Ward dressed in harnesses.

"Training." Ward replied, nodding that Carl should come with them.

"I take it there are extra harnesses where we are going?" Toby asked, catching that on that Carl was going to join them in their activity.

"There are."

Ward and Toby led the two confused students outside towards a jet that was parked to one side of the lawn with an impatient May stood in front of it.

"You ready?" she asked, eyeing up Tilly and Carl.

"Just need to get these two into a harness and then we are good to go."

Ward climbed on board the small plane and rummaged around in storage before digging out two harnesses and tossing them to Toby and Carl.

"I do not know how to put this on!" Carl said trying to figure out which way up the harness went.

As Toby slipped into his, Ward showed Carl how to put his on. Once Carl had the basics grasped, Ward tightened the straps and to test Carl was secure, gripped the front of the harness, and using one hand hoisted him into the air, earning a yelp of surprise from Carl and look of bemusement off Toby.

Once Ward was satisfied everyone was secure, he led them to the back of the plane where they all sat down.

May sat in the cockpit and fired the plane up. Before they knew it, they were cruising at 30,000ft.

Ward took a pack off the wall and threw it to Toby how quickly slipped into it while Ward slipped into a second. Toby went to stand behind Carl and Ward went to stand behind Tilly. They both fastened the harnesses the two were wearing to their own.

"Are we doing what I think we're doing?" Tilly asked Ward.

"And what do you think we're doing?"

"I think you're about to throw us out of a plane."

Carl's head snapped up to look at them and noticing the smile playing on Wards face his stomach suddenly dropping to his feet. He had no time to say anything before the cargo hold door dropped open and Ward pitched sideways with Tilly attached to him. He could hear her scream of surprise, but had no time to ponder on it as Toby pitched the two of them sideways into the cloudless spring sky.

Carl kept his eyes tightly shut as he and Toby picked up speed. He could hear Tilly screaming in delight not very far away, but he was not enjoying the ride.

They were getting closer and closer to the ground and getting faster and faster. Carl didn't want to know at what speed they would hit the ground. He was trying to prepare himself for the impact.

Suddenly, his head snapped back and he felt his body become weightless as he was jerked against gravity. He hesitantly opened his eyes and looked up to see a black parachute bearing the SHIELD logo. Curious to know how far away the ground was, he looked down.

"Oh God!" he muttered, his mouth becoming dry.

He could feel, rather than hear Toby chuckle at him.

Wanting to know how Tilly was doing, he looked around for her. Her and Ward were hard to spot as they were behind them, but below them. Ward was forcing them into doing all sorts of aerial acrobatics. He could see them flip over and over before shooting to the ground head first.

He watched as Ward levelled their bodies and pulled at the pack on his back. A parachute identical to the one he and Toby were using burst from the pack and Ward and Tilly momentarily defied gravity and flew back up towards them before descending into a smooth glide.

He could see Tilly's hair fly out of its ponytail and whip around Ward's face and laughed.

As they neared the ground, the four of them could make out a number of students gathering. They had evidentially seem them take off and the jet land moments later without them on it, so had taken to the skies to watch their descent.

As they made their final approach, Carl could hear the whoops and cheers.

He could feel his heart start to race as the ground got nearer and nearer. He started to wriggle in his harness.

"Calm down Carl, we'll be fine." Toby reassured him,

Toby landed on his feet with Carl and quickly fell to the ground in a pile as Carl's knees gave out, tangling them both in the parachute. The two of them looked up in time to see Ward and Tilly swoop in and about six feet off the ground, Ward disconnected their 'chute and the two of them landed on their feet on the ground.

Carl and Toby struggled to get free from each other and the parachute while Ward released Tilly from him and went to help.

"So how was that for your first jump?" Ward asked Carl and Tilly, whose faces were telling very different stories.

Tilly's was bright and alert and full of adventure. Carl on the other hand looked like he never wanted to board a plane again.

"When can we go again?" Tilly asked, while Carl turned an interesting shade of green.

* * *

**A/N: I am sorry that this has taken so long - My life for the last year has gone a little insane and I just haven't had the chance to think about this fic (or any of them)! I will try (with the help of my co write) to update a little more frequently!**


	53. Chapter 53

"CARL!" Ward barked as he prowled the first years correcting techniques during the Kickboxing session the following Tuesday.

"Yes?" Carl answered, spinning to face him.

"Has everything you have learned this year been removed from your body along with your cast?"

"No."

"Then why has Tilly just breached your defences three times in under a minute?"

"I-I-I don't know. What am I doing wrong?"

Ward took Carl through his mistakes and watched as Carl began to alter his technique. Once he was satisfied Carl had got the hang of it, he moved onto the next pair that was Sarah and Amy.

Tilly held back while she was sparring with Carl, knowing that his arm would still hurt and need to be retrained. Five minutes after Ward had left them, Tilly felt her phone vibrate in her pocket. She pulled it out and answered it while fending off Carl.

"Hey Sis, what's up?"

"I need to talk to you." Tilly could hear Romanov's voice hitch slightly.

"TILLY! GET OFF THE PHONE AND GET BACK TO SPARRING!" Toby called across the Arena when he saw she was on the phone.

"Let me put you on hold." Tilly told Romanov before dropping her phone and engaging Carl in a series of Martial Arts moves that left him on the floor unable to move.

She walked off the mats they were using and picked her phone off the floor.

"You have five minutes while they scrape Carl off the floor." She said as she walked to the door.

"He tried to propose again."

"Again? How did he do it this time?"

"He took me to a nice restaurant and we enjoyed a nice meal together and when we were waiting for dessert he started getting really, really nervous. I didn't think anything of it until I got to the end of my sundae and his eyes sort of boggled."

"You think the ring should have been in the dessert?" Tilly asked in a low voice, as she pushed the door and stepped into the cool air of the corridor.

"I suspect so. A couple of minutes later there was a scream from one of the other tables and it was obvious that he wasn't planning on proposing."

"How was it obvious?"

"He was trying to tell her it wasn't her ring and that there must have been a mistake somewhere. Not to mention the staff were crawling around the table to rectify it."

"Poor Guy. I wouldn't want to be him."

"Me either." Romanov admitted.

"I take it you still haven't discussed Graduation with him?" Tilly asked, watching as the door to the Arena opened and Ward's head appeared around it.

"Not yet. I just haven't found the time."

"Hang on."

"Matilda Grace, give me that cell phone and get your ass back into class." Ward growled at her.

Tilly held up her finger and mouthed 'one sec' to him.

"I am going to call bollocks on that, you are just avoiding having that conversation with him. I've got to get back to class. We'll hook up soon and chat." Tilly promised and hung up.

"Tilly?" Ward queried, arching his eyebrow at her.

"What?" she asked smiling at him.

"I want to know what that was about. Not only did you break the rule about cell phones, but you disobeyed Toby."

"It was Nat. She knew that I was in class, but she needed to talk."

"About?"

"Clint. She still hasn't told him about Graduation and she is freaking out."

"I see. What are your plans for Easter?"

"I was hoping You or May would fly me back to Peru to finally walk up that trail."

"Come home first. Clint needs our help."

"Doing what?"

"He wants to propose, but can't seem to catch a break. He's tried it twice, but Nat has been completely dense and he hasn't succeeded."

"She's not been dense, she's just ignoring it. That's why Graduation is freaking her out. She thinks if he knew he wouldn't want her."

"I will sort her out, you just make yourself free for that first week. And hand me your phone. I am confiscating it for the rest of the week. You can have it back Friday after navigation."

"Oh come on! It was a family emergency!"

"Rules are rules Tilly. You should be thankful Toby sent me out to get you and not coming himself."

Tilly stalked back into the arena in a sulk and Toby looked at her and then Ward to see if it was a genuine mood. He saw Ward tuck the pink phone into his chest pocket and decided staying away from Tilly for a while would be a good idea.

She reached Carl who was rubbing his elbow where he landed on it.

"You ok?" he asked her when he saw the dark cloud cross her face.

"He's confiscated my phone." Tilly told him, her anger palpable.

"It could have been worse."

"How?!" She nearly shouted at him. Tilly could feel her temper bubbling to the surface and began to breathe in through her nose and out through her mouth to try and calm herself down. Carl didn't need to be on the end of her temper. She knew it was far too much like her brothers.

"He could have dropped you in a stream. Oh, wait, he already did that."

Tilly let out an involuntary laugh and blocked Carl as he lunged for her.

"What do you have planned for Easter?" she asked him and she threw a punch that connected to his jaw with a crack and sent him stumbling back a few paces off the mat.

"I was thinking of going to see my parents, but if you hit me like that again then I won't be. There's no way I'm telling my dad I got my jaw broken by a girl!" Carl told her, rubbing his jaw.

"Shame. I could use some company."

"Why? What you planning?"

"I want to go back to Peru and finish that hike I started with my brother. You going to confiscate anything else, coz I don't have anything for you to take?"

Carl looked confused at Tilly's change of topic and noticed a couple of pairs of students watching them.

"I want you to stay behind after the session Tilly. You will learn not to be so smart mouthed. I want you both to go and spar with the dummies" WArd growled at them.

Tilly could feel her ears burn and a twitter as those around her begun to whisper.

She and Carl moved over to the side of the Arena and began to punch, kick and dive at the sparring dummies on the side of the room.

Toby moved to stand next to Ward.

"Was that necessary?" he asked as he watched Tilly and Carl move across the room.

"If you want Carl to survive then yes. You have never seen Tilly in a mood before. Her 'resting bitch face' as Nat puts it, makes us _both_ run for cover. She is currently sporting said look." Ward explained.

"What you going to do to her?"

"I have no idea."


End file.
